Court approves acquisition of DRAXIS by Jubilant
TORONTO, May 27 /PRNewswire-FirstCall/ - DRAXIS Health Inc. ("DRAXIS") (TSX: DAX) (NASDAQ: DRAX) announced today that it has obtained a Final Order from the Quebec Superior Court in connection with the previously announced proposed statutory plan of arrangement under which all of DRAXIS' common shares will be acquired by an indirect wholly-owned subsidiary of Jubilant Organosys Ltd ("Jubilant") for US$6.00 per common share. The arrangement was approved by 99% of the votes cast by holders of DRAXIS' common shares, which was in excess of the 66 2/3% required, at the annual and special meeting of DRAXIS shareholders held May 23, 2008.
The transaction is expected to close shortly. The transaction remains subject to customary closing conditions.
About DRAXIS Health Inc.:
DRAXIS Health, through its wholly owned operating subsidiary, DRAXIS
Specialty Pharmaceuticals Inc., provides products in three categories:
sterile products, non-sterile products and radiopharmaceuticals. Sterile
products include liquid and freeze-dried (lyophilized) injectables plus
sterile ointments and creams. Non-sterile products are produced as solid
oral and semi-solid dosage forms. Radiopharmaceuticals are used for both
therapeutic and diagnostic molecular imaging applications. Pharmaceutical
contract manufacturing services are provided through the DRAXIS Pharma
division and radiopharmaceuticals are developed, produced, and sold through
the DRAXIMAGE division. DRAXIS employs approximately 500 staff in its
For additional information please visit http://www.draxis.com
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as contemplated under other applicable securities legislation. These statements can be identified by the use of forward-looking terminology such as "may," "will," "expect," "anticipate," "estimate," "continue," "plan," "intend," "believe" or other similar words. These statements discuss future expectations concerning results of operations or financial condition or provide other forward-looking information. Our actual results, performance or achievements could be significantly different from the results expressed in, or implied by, those forward-looking statements. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made.
These statements are not guarantees of future performance. By their
nature, forward-looking statements involve numerous assumptions, known and
unknown risks, uncertainties and other factors that may cause the actual
results or performance of the Company to be materially different from such
statements or from any future results or performance implied thereby.
Factors that could cause the Company's results or performance to differ
materially from a conclusion, forecast or projection in the forward-looking
statements include, but are not limited to:
- the potential acquisition of DRAXIS by Jubilant in an all cash
transaction at US$6.00 per outstanding share (the "Acquisition");
- the ability of each of Jubilant and DRAXIS to satisfy all of the
closing conditions to complete the Acquisition;
- the achievement of desired clinical trial results related to DRAXIS'
- timely regulatory approval of DRAXIS' products;
- the ability to comply with regulatory requirements applicable to the
manufacture and marketing of DRAXIS' products;
- DRAXIS' ability to obtain and enforce effective patents;
- the non-infringement of third party patents or proprietary rights by
DRAXIS and its products;
- factors beyond DRAXIS' control that could cause interruptions in
operations in its single manufacturing facility (including, without
limitation, material equipment breakdowns);
- reimbursement policies related to health care;
- the establishment and maintenance of strategic collaborative and
- DRAXIS' dependence on a small number of key customers;
- the disclosure of confidential information by DRAXIS' collaborators,
employees or consultants;
- the preservation of healthy working relationships with DRAXIS' union
- DRAXIS' ability to grow the business;
- the fluctuation of DRAXIS' financial results and exchange and interest
- the adaptation to changing technologies;
- the loss of key personnel;
- the avoidance of product liability claims;
- the loss incurred if current lawsuits against DRAXIS succeed;
- the volatility of the price of DRAXIS' common shares;
- market acceptance of DRAXIS' products;
- factors described under "Outlook" in DRAXIS' MD&A for the most recent
- the risks described in "Item 3. Key Information - Risk Factors" in the
Annual Report Form 20-F filed by DRAXIS with the United States
Securities and Exchange Commission and which is also filed as DRAXIS'
Annual Information Form with Canadian securities regulators.
For additional information with respect to certain of these and other factors, and relating to DRAXIS generally, reference is made to DRAXIS' most recent filings with the United States Securities and Exchange Commission (available on EDGAR at http://www.sec.gov) and the filings made by DRAXIS with Canadian securities regulators (available on SEDAR at http://www.sedar.com). The forward-looking statements contained in this document represent DRAXIS' expectations as at May 26, 2008. Unless otherwise required by applicable securities laws, DRAXIS disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
|SOURCE DRAXIS Health Inc.|
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