ISS, PROXY Governance, Inc. and Glass, Lewis & Co. Recommend Shareholders Vote "FOR" the Proposed Acquisition of Axcan Pharma by
11 January 2008 - 8:46AM
Marketwired
MONT-SAINT-HILAIRE, QUEBEC (TSX: AXP)(NASDAQ: AXCA), a leading
pharmaceutical company focused on the treatment of gastrointestinal
disorders, announced today that Institutional Shareholder Services
Inc. ("ISS"), PROXY Governance, Inc. and Glass, Lewis & Co.
("Glass Lewis") have formally recommended that their clients
holding shares in Axcan vote "FOR" the proposed arrangement with an
affiliate of TPG Capital ("TPG"). These recommendations are the
result of independent and comprehensive analyses of the proposed
arrangement and its impact on shareholders.
ISS, a subsidiary of RiskMetrics Group, is the world's leading
provider of corporate governance and proxy voting solutions and
provides proxy research, voting services and corporate governance
advisory services to financial institutions and corporations
worldwide. In their report, ISS commented that "based on (their)
review of the terms of the transaction and the factors described
(in their report), in particular the premium offered, (they)
believe that the going private Arrangement warrants shareholder
support."
PROXY Governance, Inc., a wholly-owned subsidiary of FOLIOfn,
Inc., is an independent new proxy advisory and voting company
specialising in objective advice that supports the goal of building
long-term shareholder value. PROXY Governance, Inc.'s rationale is
that they "support this transaction because it appears to place a
fair value on the company based on the general market reaction and
the strong support the deal has received from equity analysts." In
addition, PROXY Governance, Inc. "supports the board's active
engagement in the process, as well as the use of a competitive sale
process to help maximize shareholder value."
Glass Lewis is the leading provider of independent, global proxy
research and operator of the world's most accurate and reliable
proxy voting system, ViewPoint. Hundreds of institutional investors
from across the globe rely on Glass Lewis' objective, cogent
analysis of corporate governance issues, economic and financial
matters and M&A transactions that come before shareholders for
a vote. In issuing its recommendation, Glass Lewis stated that "the
board conducted a rigorous and lengthy sale process which involved
multiple potentially interested parties. In (their) opinion, such a
sales process, all things being equal, yields the highest possible
valuation for the Company."
"We are very pleased with the recommendations, as we believe
that they represent an important endorsement of the reasoning
behind the proposed arrangement," said Michael M. Tarnow, Lead
Director of Axcan. "We are excited by the prospect of this
partnership with TPG and looking forward to TPG's support in
continuing to improve the quality of life and care of patients
suffering from gastrointestinal diseases and disorders. We would
like to reiterate that we believe that the proposed arrangement
with TPG is in the best interest of shareholders and encourage
voters to vote "FOR" the proposed arrangement."
The proposed arrangement with an affiliate of TPG remains
subject to shareholder approval. As previously announced, a special
meeting of Axcan shareholders will be held on Friday, January 25,
2008, at 9:30 a.m. Eastern Time at the Hotel Omni Mont-Royal, 1050
Sherbrooke Street West, Montreal, Quebec, to vote on the proposed
arrangement.
Shareholders are encouraged to vote "FOR" the transaction by
signing, dating and returning their proxy prior to the proxy
deadline of 5:00 p.m. (Eastern Time) on January 24, 2008.
Shareholders requiring assistance in voting their proxies or
additional copies of the Proxy Circular can call Axcan's proxy
solicitation agents (in Canada, Kingsdale Shareholder Services Inc.
(800) 775-3159 (toll-free) or (416) 867-2272 (collect), and in the
United States, MacKenzie Partners, Inc. (800) 322-2885 (toll-free)
or (212) 929-5500 (collect).
ABOUT AXCAN PHARMA
Axcan is a leading multinational specialty pharmaceutical
company focused on gastroenterology. The Company develops and
markets a broad line of prescription products to treat a range of
gastrointestinal diseases and disorders such as inflammatory bowel
disease, irritable bowel syndrome, cholestatic liver diseases and
complications related to pancreatic insufficiency. Axcan's products
are marketed by its own specialized sales forces in North America
and Europe and through commercial collaborations in many markets
around the world. Its common shares are listed on the NASDAQ Global
Market under the symbol "AXCA" and on the Toronto Stock Exchange
under the symbol "AXP".
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements relating
to the proposed acquisition of Axcan Pharma Inc., including
statements regarding the completion of the proposed transaction and
other statements that are not historical facts. Such
forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place
undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a
number of terms and conditions, including, without limitation: (i)
applicable governmental authorities approvals, (ii) required Axcan
shareholder approval, (iii) necessary court approvals, and (iv)
certain termination rights available to the parties under the
Arrangement Agreement. These approvals may not be obtained, the
other conditions to the transaction may not be satisfied in
accordance with their terms, and/or the parties to the Arrangement
Agreement may exercise their termination rights, in which case the
proposed transaction could be modified, restructured or terminated,
as applicable.
The forward-looking statements contained in this news release
are made as of the date of this release. We disclaim any intention
and assume no obligation to update or revise any forward-looking
statements, 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 assumptions and risks, please
refer to the related material change report and the Arrangement
Agreement to be filed by Axcan Pharma Inc. with the Canadian
securities commissions (available at www.sedar.com) and with the
U.S. Securities and Exchange Commission (available at
www.sec.gov).
Permission to cite the recommendations of RiskMetrics, Glass
Lewis and Proxy Governance was neither sought nor obtained.
Contacts: Axcan Pharma Inc. Isabelle Adjahi Senior Director,
Investor Relations and Communications 450-467-2600 ext. 2000
www.axcan.com FOR ADDITIONAL INFORMATION ABOUT THE SPECIAL MEETING:
Kingsdale Shareholder Services Wes Hall or Wayne Bigby 416-867-2272
MacKenzie Partners, Inc. Larry Dennedy or Simon Coope
212-929-5500
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