Paladin Labs Inc.

TSX : PLB


Paladin Labs Inc.

February 10, 2014 08:30 ET

Paladin Labs Announces Independent Proxy Advisory Support for the Endo Health Solutions Inc. Arrangement

Paladin Reminds Shareholders of the Upcoming Special Meeting

MONTREAL, CANADA--(Marketwired - Feb. 10, 2014) - THIS MEDIA RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Paladin Labs Inc. (TSX:PLB) ("Paladin" or the "Corporation"), a leading Canadian specialty pharmaceutical company, is pleased to inform its shareholders that two leading independent proxy advisory research firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co, have recommended that its clients vote "FOR" the special resolution approving the previously announced plan of arrangement to effect, among other things, the indirect acquisition by Endo International Limited ("New Endo") of all outstanding shares of the Corporation (the "Arrangement"). Under the terms of the transaction, Paladin shareholders will receive 1.6331 shares of New Endo, a newly-formed Irish holding company and $1.16 (CAD) in cash, subject to adjustment, for each Paladin share they own upon closing, pursuant to the Arrangement. In addition, for each Paladin share owned at closing, shareholders of Paladin will also receive one share of Knight Therapeutics Inc., a newly formed Canadian company.

In reaching their supportive recommendation, ISS concluded; "Overall, in light of the significant implied premium driven by the favourable market reaction, the reasonable strategic rationale and no significantly noted governance concerns, shareholder approval of this resolution is warranted."

Glass Lewis, in reaching their supportive recommendation stated; "we believe there is sufficient cause for shareholders to support the transaction proposed here. Paladin's current shareholders will have exposure to a larger, more diverse firm with greater liquidity and capital markets exposure."

ISS and Glass Lewis are both widely recognized as leading independent proxy voting and corporate governance advisory firms. Their respective analyses and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America.

Paladin would also like to remind shareholders of its scheduled special meeting of shareholders to be held at 3:00 p.m. (Montréal Time) on Monday, February 24, 2014 at 6111 Royalmount Avenue, Montréal, Québec. Paladin mailed its management information circular to shareholders on January 24, 2014, a copy of which is available on SEDAR at www.sedar.com. Paladin looks forward to shareholders participating and voting on the business to be conducted at the February 24th meeting.

The board of directors of Paladin unanimously recommends that Paladin shareholders vote to approve the Arrangement and the creation of the distributable reserves of New Endo to be considered at the special meeting, all as more particularly described in the Paladin management information circular.

Your vote is important. Regardless of the number of shares you own, Paladin encourages every shareholder to participate. To be effective, proxies must be voted in advance of the meeting and no later 5:00 p.m. (Montréal time) on Thursday, February 20, 2014. For further details, refer to the Paladin management information circular.

Completion of the transaction is subject to customary closing conditions, including, but not limited to, the approval of the Arrangement by at least 66 2/3% of the votes cast in person or by proxy at the special meeting, the approval of the transaction by the holders of a majority of the outstanding Endo Health Solutions Inc. common stock, the final approval of the Arrangement of the Superior Court of Québec and other required regulatory approvals, including approvals or clearances under the Investment Canada Act and the South African Competition Act. If all necessary approvals are obtained and the conditions to completion of the Arrangement are satisfied or waived, Paladin expects that the Arrangement will close in the first quarter of 2014.

Shareholders who require assistance in voting their proxy may direct their inquiry to Paladin's proxy solicitation agent, CST Phoenix Advisors, a division of Canadian Stock Transfer Company Inc., toll-free in North America at 1-800-239-6813 or collect call at 201-806-2222, or by email at inquiries@phoenixadvisorscst.com, regarding matters to be considered at the special meeting and/or regarding procedure for voting your shares.

About Paladin Labs Inc.

Paladin Labs Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or in-licensing innovative pharmaceutical products for the Canadian and world markets. With this strategy, a focused national sales team and proven marketing expertise, Paladin has evolved into one of Canada's leading specialty pharmaceutical companies. Paladin's shares trade on the Toronto Stock Exchange under the symbol PLB. For more information about Paladin, please visit the Corporation's web site at www.paladinlabs.com.

About Endo Health Solutions Inc.

Endo Health Solutions Inc. is a U.S.-based specialty healthcare company with business segments that are focused on branded pharmaceuticals, generics, and medical devices which deliver quality products to its customers intended to improve the lives of patients. Through its operating companies - Endo Pharmaceuticals, Qualitest, and AMS - Endo is dedicated to delivering value to our stakeholders: customers, patients, and shareholders. Learn more at www.endo.com.

This press release may contain forward-looking statements and predictions. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The Corporation considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared, but cautions that these assumptions regarding the future events, many of which are beyond the control of the Corporation and its subsidiaries, may ultimately prove to be incorrect. Factors and risks that could cause actual results to differ materially from current expectations include, without limitation, the failure to receive, on a timely basis or otherwise, the required approvals by Endo and Paladin Shareholders, the Superior Court of Québec and applicable government and regulatory authorities, the terms of those approvals, the risk that a condition to closing contemplated by the Arrangement Agreement may not be satisfied or waived and are otherwise as discussed in the annual report as well as in the Corporation's Annual Information Form for the year ended December 31, 2012. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events and except as required by law. For additional information on risks and uncertainties relating to these forward-looking statements, investors should consult the Corporation's ongoing quarterly filings, annual report and Annual Information Form and other filings found on SEDAR at www.sedar.com.

*Permission to use quotations from the ISS and Glass Lewis reports were neither sought nor obtained.

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