Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Patheon N.V.

(Name of Issuer)

Ordinary shares, par value €0.01 per share

(Title of Class of Securities)

N6865W105

(CUSIP Number)

JLL Associates G.P. V (Patheon), Ltd.

450 Lexington Avenue, 31st Floor

New York, New York 10017

Attention: Paul S. Levy

(212) 286-8600

With a copy to:

Robert B. Pincus, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square, P.O. Box 636 Wilmington, Delaware 19899-0636 (302) 651-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 29, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE:     Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “Commission”) on August 5, 2016 (the “Original Schedule 13D”) and the Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the Commission on May 19, 2017.  The Original Schedule 13D, Amendment No. 1 and this Amendment No. 2 are together referred to herein as the “Schedule 13D”.

This Amendment No. 2 relates to the ordinary shares, par value €0.01 (“Shares”), of Patheon N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (“Patheon” or “Issuer”).  Except as specifically amended by this Amendment No. 2, items in the Schedule 13D are unchanged.  Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Considerations

Item 3 is hereby amended and restated in its entirety to read as follows:

“As of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer.”

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end thereof:

“Pursuant to the Tender and Support Agreements, the Reporting Persons have tendered their respective Shares in the Offer.  The Offer expired at 5:00 p.m., New York City time, on August 28, 2017 and, on August 29, 2017, Purchaser accepted for payment all such Shares in exchange for the Offer Price.  Following such acceptance, the Reporting Persons no longer beneficially own any securities of the Issuer.”

Item 5. Interest in Securities of the Issuer

The first paragraph of Item 5 is hereby amended and restated in its entirety to read as follows:

“The Reporting Persons no longer beneficially own any securities of the Issuer.”

Item 5(a) is hereby amended and restated in its entirety to read as follows:

Item 5(c) is hereby amended and restated in its entirety to read as follows:

Item 5(e) is hereby amended and restated in its entirety to read as follows:

 

“(e) Effective August 29, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended and restated in its entirety to read as follows:

“The Reporting Persons are no longer parties to the Shareholders’ Agreement by and among JLL Patheon Co-Investment, Koninklijke DSM N.V., JLL/Delta LP, Patheon Holdco, JLL Associates V, JLL Fund V and JLL Fund VI, or the Tender and Support Agreements.”

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2017

		JLL ASSOCIATES G.P. V (PATHEON), LTD.
	By:	/s/ Paul Levy
		Name: Paul S. Levy
		Title: Managing Director

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2017

		JLL PARTNERS FUND VI (PATHEON), L.P.
		By its general partner,
		JLL Associates VI (Patheon), L.P.
		By its general partner,
		JLL Associates G.P. V (Patheon), Ltd.
	By:	/s/ Paul Levy
		Name: Paul S. Levy
		Title: Managing Director

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2017

		JLL PATHEON FF II, LLC
	By:	/s/ Paul Levy
		Name: Paul S. Levy
		Title: President

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2017

 

		JLL ASSOCIATES V (PATHEON), L.P.
		By its general partner,
		JLL Associates G.P. V (Patheon), Ltd.
	By:	/s/ Paul Levy
		Name: Paul S. Levy
		Title: Managing Director

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2017

		JLL/DELTA PATHEON HOLDINGS, L.P.
		By its general partner,
		JLL/Delta Patheon GP, Ltd.
	By:	/s/ Daniel Agroskin
		Name: Daniel Agroskin
		Title: Treasurer

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2017

		JLL/DELTA PATHEON GP, LTD.
	By:	/s/ Daniel Agroskin
		Name: Daniel Agroskin
		Title: Treasurer

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2017

		PATHEON HOLDCO COÖPERATIEF U.A.
	By:	/s/ Daniel Agroskin
		Name: Daniel Agroskin
		Title: Director

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 29, 2017

		JLL PARTNERS FUND V (NEW PATHEON), L.P.
		By its general partner,
		JLL Associates V (New Patheon), L.P.
		By its general partner,
		JLL Associates G.P. V (Patheon), Ltd.
	By:	/s/ Paul Levy
		Name: Paul S. Levy
		Title: Managing Director

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2017

		JLL PATHEON CO-INVESTMENT FUND, L.P.
		By its general partner,
		JLL Associates V (Patheon), L.P.
		By its general partner,
		JLL Associates G.P. V (Patheon), Ltd.
	By:	/s/ Paul Levy
		Name: Paul S. Levy
		Title: Managing Director

SCHEDULE 1

Transactions of the Reporting Persons Effected During the Past 60 Days

All of the below transactions were effected pursuant to the tender offer (the “Offer”) by Thermo Fisher Scientific Inc., a Delaware corporation, and Thermo Fisher (CN) Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg and wholly owned subsidiary of Parent, to purchase all of the outstanding Ordinary Shares at a price of $35.00 per share in cash, without interest.

The following transactions were effected by JLL Partners Fund VI (Patheon), L.P. in the Shares:

Date	Security	Amount of Shs. Bought / (Sold)	Approx. price ($) per Share
August 29, 2017	Ordinary Shares	(19,985,589)	35.00

The following transactions were effected by JLL Patheon Co-Investment Fund, L.P. in the Shares:

Date	Security	Amount of Shs. Bought / (Sold)	Approx. price ($) per Share
August 29, 2017	Ordinary Shares	(24,421,323)	35.00

The following transactions were effected by JLL Associates V (Patheon), L.P. in the Shares:

Date	Security	Amount of Shs. Bought / (Sold)	Approx. price ($) per Share
August 29, 2017	Ordinary Shares	(7,013,339)	35.00

The following transactions were effected by JLL Partners Fund V (New Patheon), L.P. in the Shares:

Date	Security	Amount of Shs. Bought / (Sold)	Approx. price ($) per Share
August 29, 2017	Ordinary Shares	(4,996,397)	35.00

The following transactions were effected by JLL Patheon FF II, LLC in the Shares:

Date	Security	Amount of Shs. Bought / (Sold)	Approx. price ($) per Share
August 29, 2017	Ordinary Shares	(40,287)	35.00

The following transactions were effected by JLL/Delta Patheon Holdings, L.P. in the Shares:

Date	Security	Amount of Shs. Bought / (Sold)	Approx. price ($) per Share
August 29, 2017	Ordinary Shares	(17,569)	35.00

The following transactions were effected by Patheon Holdco Coöperatief U.A. in the Shares:

Date	Security	Amount of Shs. Bought / (Sold)	Approx. price ($) per Share
August 29, 2017	Ordinary Shares	(5,975,840)	35.00