Draxis shareholders approve merger with Jubilant; deal to close next week

By Jennifer Chiou

New York, May 23 - Draxis Health Inc. announced that its shareholders authorized the company's acquisition by a subsidiary of Jubilant Organosys Ltd. at its annual and special meeting that took place on Friday at 10 a.m. ET.

Draxis reported that 99% of the votes cast were in favor of the arrangement, meeting the 66.67% approval requirement. Of the total shares outstanding, 77% were voted either in person or by proxy at the meeting.

The record date for the meeting was April 24.

As already reported, the Jubilant subsidiary will acquire all of Draxis' common shares for $6 each in the $255 million deal.

Draxis previously said it obtained an interim order from the Quebec Superior Court in connection with the proposed statutory arrangement.

The transaction is subject to customary closing conditions, including receipt of a final order from the Quebec Superior Court approving the plan of arrangement. The hearing for the final order is expected to take place on Tuesday, and Draxis said it expects the transaction to close shortly after that.

It was previously reported that Draxis will provide Jubilant with entry into the radiopharmaceutical business, an industry that Jubilant called "attractive, regulated, high-growth and high-margin."

A $10.5 million break-up fee payable by Draxis to Jubilant is included in the agreement.

Jubilant, a Noida, India, integrated pharmaceutical company, said it plans to fund the acquisition through a combination of cash on hand and debt.

Toronto-based Draxis provides sterile products, non-sterile products and radiopharmaceuticals.

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