Paladin Labs Inc.

TSX : PLB


Paladin Labs Inc.

January 17, 2014 12:42 ET

Paladin Labs Obtains Interim Order for Plan of Arrangement

MONTREAL, CANADA--(Marketwired - Jan. 17, 2014) -

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Paladin Labs Inc. (TSX:PLB), a leading Canadian specialty pharmaceutical company, today announced that it has obtained an interim order from the Superior Court of Québec (the "Interim Order") in connection with the acquisition of Paladin by Endo Health Solutions Inc. ("Endo") announced on November 5, 2013. The Interim Order provides for, among other things, the holding of a Special Meeting of the holders of common shares of Paladin to approve the previously announced Plan of Arrangement under the Canada Business Corporations Act. The Special Meeting is scheduled to be held on February 24, 2014, at 6111 Royalmount, Montreal, Quebec, at 3 PM.

The record date for determining the shareholders entitled to receive notice and to vote at the Special Meeting has been fixed to be the close of business on January 21, 2014. All shareholders are encouraged to vote in person or by proxy at the Special Meeting. Paladin intends to mail the Notice of Special Meeting and the Management Information Circular and Proxy Statement, together with a letter of transmittal and a form of proxy to Paladin shareholders of record in the near future. The Meeting Materials will be available on SEDAR at www.sedar.com under Paladin's profile.

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 a newly-formed Irish holding company ("New Endo") and $1.16 (CAD) in cash, subject to upward 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 that 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's 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 by at least 66 2/3 of the votes cast in person or by proxy at the Special Meeting, the final approval 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.

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 Québec Court 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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