Frequently Asked Questions
This page was last updated on February 16, 2010
- Why did MDS decide to sell MDS Analytical Technologies and MDS Pharma Services?
- What approvals were required to complete the sale of MDS Analytical Technologies?
- Why did you need a shareholder vote?
- When did the sale of MDS Analytical Technologies to Danaher close?
- When is the divestiture of the MDS Pharma Services business expected to close?
- What will MDS look like after the divestiture of MDS Pharma Services is complete?
- Besides processing reactor-based isotopes when the NRU is operational, what does Nordion do?
- What does MDS plan to do with the proceeds from the sale of MDS Analytical Technologies?
- With which advisors did the MDS Board of Directors and Management consult with respect to the Company's new course of action?
1. Why did MDS decide to sell MDS Analytical Technologies and MDS Pharma Services?
These decisions follow a comprehensive strategic review by a Special Committee of independent Directors working with Management and financial and legal advisors. The MDS Inc. Board of Directors believes these actions are in the best interests of the Company and its shareholders. The Board believes the proposed path forward provides the greatest opportunity to unlock the value of MDS businesses in the near-term.
2. What approvals were required to complete the sale of MDS Analytical Technologies?
The completion of the sale was subject to shareholder and regulatory approvals, and other closing conditions.
3. Why did you need a shareholder vote?
A shareholder vote was necessary under the Canada Business Corprorations Act to which MDS is subject when a company sells all, or substantially all, of its assets. The sale of MDS Analytical Technologies was considered a sale of substantially all of MDS's assets. The MDS Board of Directors unanimously recommended that shareholders vote in favour of the sale. The sale was approved by in excess of 99% of the votes cast at the meeting.
4. When did the sale of MDS Analytical Technologies to Danaher Corporation close?
The close of the sale of MDS Analytical Technologies to Danaher was announced on February 1, 2010.
5. When is the divestiture of MDS Pharma Services expected to close?
The divestiture of MDS Pharma Services was announced on February 10, 2010 and is expected to close within two months of the announcement date.
6. What will MDS look like after the divestiture of MDS Pharma Services is complete?
MDS Nordion will continue to focus on building its core strengths and leadership position in medical imaging and radiotherapeutics, and sterilization technologies. MDS Nordion's goal is to remain an innovative market leader delivering strong financial performance.
7. Besides processing reactor-based isotopes when the NRU is operational, what does MDS Nordion do?
MDS Nordion is the partner of choice for biotechnology and pharmaceutical companies, providing integrated molecular imaging services and technologies for drug discovery and development. The business unit is a global leader in the supply of Cobalt-60, which is used to sterilize medical products to prevent infection and the spread of disease. MDS Nordion's products and services are integral to the commercialization of the only two United States Food and Drug Administration-approved radioimmunotherapeutics for the treatment of non-Hodgkin's lymphoma. More information on MDS Nordion can be found at www.mdsnordion.com.
8. What does MDS plan to do with the proceeds from the sale of MDS Analytical Technologies?
Upon completion of the sale of the MDS Analytical Technologies business, MDS currently intends to return approximately $400 million to $450 million of the sale proceeds to shareholders by way of a share buyback through a Substantial Issuer Bid. The Company currently intends to initiate a Substantial Issuer Bid within 30 days following completion of the sale of its MDS Analytical Technologies business.
MDS also retired all outstanding senior unsecured notes and intends to pay transaction and restructuring costs, and fund ongoing operations of the remaining business.
9. With which advisors did the MDS Board of Directors and Management consult with respect to the Company's new course of action?
In connection with the transaction, Goldman, Sachs & Co., and RBC Capital Markets acted as financial advisers to MDS, and Blair Franklin Capital Partners Inc. are acting as financial advisers to MDS's Board of Directors. Skadden, Arps, Slate, Meagher & Flom LLP and Fasken Martineau DuMoulin LLP are acting as legal counsel to MDS. In addition, Goodmans LLP is acting as legal counsel to MDS's Board of Directors.