Nordion delays meeting to shore up support for sale

Nordion has postponed a shareholders meeting that had been scheduled for Tuesday in an effort to increase support for a takeover deal that would see the company sold to Illinois-based Sterigenics for nearly US$760 million.

The Kanata-based company (TSX:NDN, NYSE:NDZ), which provides medical isotopes and sterilization technologies, said in a release that while a “clear majority” of shareholders support the all-cash deal, proxy voting results suggest that it will not be able to obtain the two-thirds majority required for approval.

As of May 23, the proxy voting deadline, 71.4 per cent of shareholders had cast votes, with 64.8 per cent in favour of the deal – just short of the required 66 per cent.

“Since receiving the vote information, Sterigenics was asked to increase its acquisition price,” the company said. “Sterigenics refused, noting it believes the current deal provides Nordion shareholders with full and fair value, after an extensive strategic review process.”

The deal would see Sterigenics, owned by Chicago-based private equity firm GTCR LLC, pay US$12.25 per share for the company, a total of $758 million. As of Tuesday afternoon, Nordion shares were trading at US$12.05 on the TSX and $12.07 on the NYSE.

According to Nordion, no other bids for the company have been received and if the deal doesn’t go through, “there can be no assurance” that it will be able to find a buyer willing to pay as much or more than Sterigenics.

It has also warned that the company still has not found a new medical isotope supplier to replace Atomic Energy of Canada Ltd. when that company gets out of the isotope production business in 2016.

The takeover deal has the full support of the company’s board.

With the delay, Nordion says shareholders will have the “opportunity to either cast their vote if they have not done so already or reconsider their position.”

Shareholders will now have until this Friday to change or cast their proxy votes, while the in-person meeting is now scheduled for June 3.