Paladin Labs Inc.

TSX : PLB


Paladin Labs Inc.

January 24, 2014 09:06 ET

Paladin Labs Files Management Information Circular for Special Meeting of Shareholders

Special Meeting to be held on February 24, 2014 to approve the announced Plan of Arrangement

MONTREAL, CANADA--(Marketwired - Jan. 24, 2014) -

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Paladin Labs Inc. (TSX:PLB) ("Paladin" or the "Corporation"), a leading Canadian specialty pharmaceutical company, today announced that it has filed its management information circular (the "Information Circular") with the Canadian securities commissions in connection with a special meeting of shareholders to be held at 3:00 PM (Montréal Time) on Monday, February 24, 2014 at 6111 Royalmount Avenue, Montréal, Québec. The Information Circular is available at www.sedar.com.

At the special meeting, shareholders will be asked to consider, pursuant to an order of the Superior Court of Québec dated January 17, 2014, and, if deemed advisable, (i) to pass a 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 common shares of the Corporation (the "Arrangement") and (ii) to pass an ordinary resolution approving the creation of "distributable reserves" of New Endo, all as more particularly described in the Information Circular. Paladin's shareholders of record as of 5:00 p.m. (Montréal time) on January 21, 2014, will be entitled to receive notice of, and vote at, the special 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. 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.

As previously disclosed, under the terms of the transaction, which has been unanimously approved by the boards of both companies, 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. Knight Therapeutics will own Impavido®, Paladin's product for the treatment of leishmaniasis, certain rights associated with that product, and $1 million in cash. Shareholders representing approximately 34% of Paladin's outstanding shares have agreed to vote in favor of the transaction. These shareholders have the right to terminate this voting agreement if Endo Health Solutions' (NASDAQ: ENDP) volume weighted average share price declines more than 24% during an agreed reference period.

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 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.

Endo's special meeting of shareholders is to be held at 10:00 AM (Malvern time) on Wednesday, February 26, 2014 at 1400 Atwater Drive, Malvern, Pennsylvania, United States.

Paladin expects this transaction to be fully taxable to its shareholders. Shareholders should review the Information Circular and consult their own tax and other advisors with respect to the transaction.

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 four distinct business segments that are focused on branded and generic pharmaceuticals, devices and services and provide quality products to its customers while improving the lives of patients. Through its operating companies - AMS, Endo Pharmaceuticals, HealthTronics and Qualitest - Endo is dedicated to finding solutions for the unmet needs of patients. 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.

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