Patheon Announces Intent to Voluntarily Delist from the NYSE Subject to and Conditioned upon the Initial Expiration of the Tender Offer and Acquisition of Shares by Thermo Fisher

DURHAM, N.C.–(BUSINESS WIRE)–Patheon N.V., a public limited liability company (naamloze
vennootschap
) organized under the laws of The Netherlands (NYSE:
PTHN) (“Patheon”), today announced that it has submitted written notice
to the New York Stock Exchange (the “NYSE”) of its intention to
voluntarily delist its ordinary shares, par value €0.01 per share (the
“Shares”), from the NYSE. The voluntary delisting is subject to and
conditioned upon (1) the initial expiration of the tender offer at 5:00
p.m., New York City time, on August 28, 2017 (the “Initial Expiration
Time”) pursuant to the Purchase Agreement, dated as of May 15, 2017 (the
“Purchase Agreement”), by and between Patheon, Thermo Fisher Scientific
Inc. (“Thermo Fisher”) and Thermo Fisher (CN) Luxembourg S.à r.l.
(“Purchaser”), and (2) the subsequent acquisition by Purchaser of all
Shares validly tendered and not properly withdrawn at the Initial
Expiration Time in accordance with the Purchase Agreement for a purchase
price of $35.00 per Share. Completion of the tender offer remains
subject to the conditions described in the tender offer statement on
Schedule TO filed by Thermo Fisher with the U.S. Securities and Exchange
Commission (the “SEC”) on May 31, 2017 (as amended and supplemented).

Forward-Looking Statements

This communication contains forward-looking statements that involve a
number of risks and uncertainties. Words such as “believes,”
“anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar
expressions are intended to identify forward-looking statements, but
other statements that are not historical facts may also be deemed to be
forward-looking statements. Important factors that could cause actual
results to differ materially from those indicated by forward-looking
statements include risks and uncertainties relating to: the need to
develop new products and adapt to significant technological change;
implementation of strategies for improving growth; general economic
conditions and related uncertainties; dependence on customers’ capital
spending policies and government funding policies; the effect of
exchange rate fluctuations on international operations; use and
protection of intellectual property; the effect of changes in
governmental regulations; and the effect of laws and regulations
governing government contracts, as well as the possibility that expected
benefits related to recent and pending acquisitions, including the
proposed transaction, may not materialize as expected; the proposed
transaction not being timely completed, if completed at all; prior to
the completion of the transaction, Patheon’s business may experience
disruptions due to transaction-related uncertainty or other factors
making it more difficult to maintain relationships with employees,
customers, licensees, other business partners or governmental entities;
difficulty retaining key employees; the outcome of any legal proceedings
related to the proposed transaction; and the parties being unable to
successfully implement integration strategies or to achieve expected
synergies and operating efficiencies within the expected time-frames or
at all. Additional important factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements are set forth in Thermo Fisher’s Annual Report on Form 10-K
for the year ended December 31, 2016, which is on file with the SEC and
available in the “Investors” section of Thermo Fisher’s website,
ir.thermofisher.com, under the heading “SEC Filings,” and in any
subsequent Quarterly Reports on Form 10-Q and other documents Thermo
Fisher files with the SEC, and in Patheon’s Annual Report on Form 10-K
for the year ended October 31, 2016 and its subsequent Quarterly Reports
on Form 10-Q, including its Quarterly Report on Form 10-Q for the
quarter ended January 31, 2017 and its Quarterly Report on Form 10-Q for
the quarter ended April 30, 2017, each of which is on file with the SEC
and available in the “Investor Relations” section of Patheon’s website,
ir.patheon.com, under the heading “SEC Filings,” and in other documents
Patheon files with the SEC. While Patheon may elect to update
forward-looking statements at some point in the future, Patheon
specifically disclaims any obligation to do so, even if estimates change
and, therefore, you should not rely on these forward-looking statements
as representing Patheon’s views as of any date subsequent to today.

Additional Information and Where to Find It

The tender offer referenced herein commenced on May 31, 2017. This
communication is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell any Shares or any
other securities, nor is it a substitute for the tender offer materials
that Thermo Fisher and its acquisition subsidiary have filed with the
SEC. On May 31, 2017, a tender offer statement on Schedule TO, including
an offer to purchase, a letter of transmittal and related documents, was
filed with the SEC by Thermo Fisher and its acquisition subsidiary and a
solicitation/recommendation statement on Schedule 14D-9 was filed with
the SEC by Patheon with respect to the tender offer. The offer to
purchase all of the outstanding ordinary shares of Patheon is only being
made pursuant to the offer to purchase, the letter of transmittal and
related documents filed as a part of the Schedule TO.

THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN
IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF PATHEON ARE URGED
TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR ORDINARY SHARES.

The tender offer materials (including the offer to purchase and the
related letter of transmittal and the other tender offer documents), the
solicitation/recommendation statement and other documents filed with the
SEC by Thermo Fisher or Patheon may be obtained free of charge at the
SEC’s website at www.sec.gov
or at Patheon’s website at www.patheon.com
or by contacting Patheon’s investor relations department at 919-226-3165
or at Thermo Fisher’s website at www.thermofisher.com
or by contacting Thermo Fisher’s investor relations department at
781-622-1111. In addition, investors and shareholders of Patheon may
obtain free copies of the tender offer materials by contacting D.F.
King & Co., Inc., Thermo Fisher’s information agent for the tender offer.

Contacts

Patheon
For investors:
Tyler Gronbach, +1-919-226-3201
Vice
President, Investor Relations, Corporate Communications
or
For
media:
Mari Mansfield, +1-919-226-3137
Senior Director,
External Communications