OTTAWA, Ontario--(BUSINESS WIRE)--May. 23, 2013--
Nordion Inc. (TSX: NDN) (NYSE: NDZ), a leading provider of products and
services for the prevention, diagnosis and treatment of disease,
announced that it has entered into an agreement to divest its Targeted
Therapies business to BTG plc (LSE: BTG) (“BTG”), an international
specialist healthcare company based in London, United Kingdom, for a
cash purchase price of US$200 million. Net of cash taxes and transaction
costs, Nordion expects to realize approximately US$185 million on
closing. The transaction is anticipated to be completed by the end of
Nordion manufactures and commercializes TheraSphere®, a targeted liver
cancer therapy, the sole product in its Targeted Therapies business.
Under the terms of the transaction agreements, BTG is expected to
acquire TheraSphere and Nordion has agreed to continue manufacturing
TheraSphere under a Manufacturing and Support Agreement with a contract
term of three years, plus a two-year extension at BTG’s option.
Approximately 40 Nordion employees are expected to join BTG following
the completion of this transaction, which is subject to customary
closing conditions and approval by BTG shareholders.
“Nordion built TheraSphere into a valuable product over the past decade
and has positioned it for future growth and development. Given BTG’s
position as a leader in interventional medicine, we believe it is an
ideal home for TheraSphere and the talented people that support it,”
said Steve West, Chief Executive Officer, Nordion. “We also believe this
transaction provides value for our shareholders and leaves Nordion with
a focused specialty isotopes business. We intend to continue our
strategic review process which includes an assessment of potential uses
for the cash proceeds from this sale.”
The decision to divest Targeted Therapies was made as part of Nordion’s
ongoing strategic review with the assistance of the Company’s financial
advisor, Jefferies LLC, as announced on January 28, 2013.
Nordion Inc. (TSX: NDN) (NYSE: NDZ) is a global health science company
that provides market-leading products used for the prevention, diagnosis
and treatment of disease. We are a leading provider of medical isotopes,
targeted therapies and sterilization technologies that benefit the lives
of millions of people in more than 60 countries around the world. Our
products are used daily by pharmaceutical and biotechnology companies,
medical-device manufacturers, hospitals, clinics and research
laboratories. Nordion has more than 500 highly skilled employees in
three locations. Find out more at www.nordion.com
and follow us at http://twitter.com/NordionInc.
BTG is an international specialist healthcare company that is developing
and commercialising products targeting critical care, cancer and other
disorders. The company has diversified revenues from sales of its own
marketed products and from royalties on partnered products, and is
seeking to acquire new programmes and products to develop and market to
specialist physicians. www.btgplc.com
TheraSphere® is a liver cancer therapy that consists of millions of
small glass beads (20 to 30 micrometers in diameter) containing
radioactive yttrium-90 (Y-90). The product is injected by physicians
into the artery of the patient’s liver through a catheter, which allows
the treatment to be delivered directly to the tumour via blood flow.
In the US, TheraSphere® is used to treat patients with unresectable
hepatocellular carcinoma (HCC), the most common form of primary liver
cancer, and can be used as a bridge to surgery or transplantation in
these patients. It is also indicated for the treatment of HCC patients
with portal vein thrombosis (PVT). TheraSphere® is approved by the U.S.
Food and Drug Administration (FDA) under a Humanitarian Device Exemption
(HDE). HDE approvals are based on demonstrated safety and probable
clinical benefit. However, effectiveness of the indication for use has
not been established.
TheraSphere® is used in the European Union and in Canada for the
treatment of hepatic neoplasia in patients who have appropriately
positioned arterial catheters.
Common side effects include mild to moderate fatigue, pain and nausea
for about a week. Physicians describe these symptoms as similar to those
of the flu. Some patients experience some loss of appetite and temporary
changes in several blood tests. For details on rare or more severe side
effects, please refer to the TheraSphere® package insert/instructions
for use at www.nordion.com/therasphere.
This news release contains "forward-looking statements" relating to a
proposed transaction and other statements that are not historical facts.
Such statements are subject to known and unknown important risks,
uncertainties, assumptions and other factors that may cause actual
results or events to differ materially from the forward-looking
statements in this news release.
The timing and completion of the proposed transaction is subject to many
conditions, risks and uncertainties, including without limitation
closing conditions, and there can be no assurance that the proposed
transaction will occur, or that it will occur on the terms and
conditions currently contemplated by the Nordion and its management. The
proposed transaction could be modified, restructured or terminated.
The forward-looking statements contained in this news release are made
as of the date of this release and, accordingly, are subject to change
after such date. Except as may be required by securities laws, we do not
undertake any obligation to update or revise any forward-looking
statements contained in this news release, whether as a result of new
information, future events or otherwise. Additionally, we undertake no
obligation to comment on expectations of, or statements made by, third
parties in respect of the proposed transaction.
For additional information with respect to certain of these and other
beliefs, assumptions, risks and uncertainties, please refer to Nordion’s
Annual Information Form for fiscal 2012 available on SEDAR at www.sedar.com
and on EDGAR on www.sec.gov.
These documents are also available on Nordion’s website at www.nordion.com.
Source: Nordion Inc.
Ana Raman, 613-595-4580
Maclean, 613-592-3400 x. 2414