Name Change

Shareholders of MDS Inc. have approved a change of name from MDS Inc. to Nordion Inc. The company anticipates that the name change will be finalized in Q4 2010. As such, you will see references to both MDS Inc. and MDS Nordion on this website.

Strategic Repositioning: Substantial Issuer Bid

The information in this section of the Website is accurate as of April 27, 2010

Information on this site may contain Forward Looking Statements which have associated risks. Please see Terms of Use for additional detail.

On February 19, 2010, MDS announced its intention to make a Substantial Issuer Bid (the “offer”), pursuant to which the Company offered to repurchase for cancellation up to between 40% and 46% of its outstanding Common Shares for an aggregate purchase price of up to US$450 million. The offer proceeded by way of a “modified Dutch auction”, pursuant to which MDS shareholders deposited all or a portion of their Common Shares (i) at a price of not less than US$8.10 and not more than US$9.30 per share, in increments of US$0.05 per share; or (ii) without specifying a purchase price, in which case their Common Shares were purchaseed at the purchase price determined in accordance with the offer.

All Common Shares purchased by the Company were purchased at the same price of US$8.50 per Common Share. All Common Shares deposited at prices higher than the purchase price were returned to shareholders.

Full particulars of the terms and conditions of the offer are contained in the Offer to Purchase and Issuer Bid Circular and other related documents, which were filed with applicable securities regulatory authorities in Canada and the United States and mailed to holders of Common Shares on or about February 19, 2010 and are available below. The offer expired at 5 p.m. EDT on March 29, 2010.

Results of the Substantial Issuer Bid and Tax Information Related to the February 19, 2010 Substantial Issuer Bid (the "Bid") April 1, 2010

Further to the press release issued by MDS Inc. (“MDS”) on March 30, 2010, MDS is accepting for purchase and cancellation 52,941,176 common shares in the capital of MDS (the “Common Shares”) at a purchase price of US$8.50 per Common Share.

Deemed Dividend

For Canadian tax purposes, a deemed dividend of C$3.33 per Common Share arises on the Bid. For the enhanced dividend tax credit under subsection 89(14) of the Income Tax Act (Canada) and for any corresponding provincial legislation, MDS designates the entire deemed dividend arising on each Common Share purchased under the Bid as an “eligible dividend” being an amount equal to C$3.33.

191(4) Specified Amount

For purposes of subsection 191(4) of the Income Tax Act ( Canada ), the specified amount in respect of each Common Share purchased under the Bid is C$8.19.

Summary


Information on this site may contain Forward Looking Statements which have associated risks. Please see Terms of Use for additional detail.


Documents

Contact Information
We have not authorized any person to make any recommendation on our behalf as to whether Shareholders should deposit or refrain from depositing Shares to the Offer or as to the price or prices at which Shareholders may choose to deposit Shares to the Offer. Shareholders should rely only on the information contained in the Offer to Purchase and the Circular or to which we have referred Shareholders. We have not authorized anyone to provide Shareholders with information in respect of the Offer or to make any representation in connection with the Offer other than those contained in the Offer to Purchase, the Circular and the related Letter of Transmittal. If anyone makes any recommendation or provides any information or representation in respect of the Offer, Shareholders must not rely upon that recommendation, information or representation as having been authorized by us, RBC or RBC Capital Markets Corporation.

Any questions or requests for assistance should be directed to the Depositary or Dealer Managers at their respective addresses and telephone and facsimile numbers below.

Offices of the Depository:

CIBC Mellon Trust Company
199 Bay Street
Commerce Court West
Securities Level
Toronto , Ontario
M5L 1G9
Telephone: 416-643-5500
Toll Free: 1-800-387-0825
E-mail: inquiries@cibcmellon.com

 

 

Dealer Managers:
In Canada :
RBC Dominion Securities Inc.

200 Bay Street
Royal Bank Plaza
South Tower, 4th Floor
Toronto, Ontario
M5J 2W7
Toll Free: 1-866-492-3221



In the United States :
RBC Capital Markets Corporation

165 Broadway
One Liberty Plaza
4th Floor
New York , New York
U.S.A. 10006
Toll Free: 1-866-492-3221