Q2 2013 Earnings Call Transcript

Transcript Call Date 06/06/2013

Operator: Good morning, ladies and gentlemen. Welcome to the Nordion Second Quarter Results Conference Call.

Please note that during the question and answer period, participants will be limited to one question and one follow-up question. I would now like to turn the meeting over to Ms. Ana Raman, Investor Relations. Please go ahead Ms. Raman.

Ana Raman - Director, IR: Thanks, Melanie. Good morning and welcome to Nordion's second quarter fiscal 2013 earnings call and webcast. On the call this morning are our Chief Executive Officer, Steve West; and our Chief Financial Officer, Peter Dans. The format for our call will be that Steve and Peter will provide their perspectives on the quarter and then we'll open up the lines for questions from analysts. Slides have been posted to accompany this webcast.

As per Slide 2, which contains our caution on forward-looking statements, please note today's comments do contain forward-looking information, so actual results may differ materially from expected results because of various risk factors. These factors are described in Nordion's quarterly and year-end news releases and annual filings, which are available on SEDAR, EDGAR, and the Company's website. Results have been prepared under U.S. GAAP and all amounts mentioned are in U.S. dollars except when otherwise noted.

Turning to Slide 3, we had included certain non-GAAP measures. These include adjusted net income and adjusted earnings per share. These non-GAAP measures exclude certain items, and are intended by management to provide investors with a meaningful consistent comparison of the Company's core operating results. This information should be considered as a supplement to and not a substitute for the corresponding financial measures prepared in accordance with GAAP.

A reconciliation between the non-GAAP measures and corresponding GAAP financial measures is available in our second quarter news release that was issued yesterday after market close. You can find it on our website at

With that I'll turn it over to Steve.

Steve M. West - CEO: Thank you, Ana, and good morning and thanks to everyone for joining us today. Before we get started on Nordion second quarter results, I would like to discuss the agreement we recently signed to divest our Targeted Therapies business to BTG and address some of the key questions we received from market since the announcement.

Please turn to Slide 5. In January, Nordion announced it was initiating a strategic review, with a view to enhancing shareholder value and assessing future opportunities. The agreement reached to divest the Targeted Therapies business was the result of a thoughtful process. We believe that the proposed transaction will provide value for shareholders and allow Nordion to focus on its core Specialty Isotopes business.

We are pleased with the outcome of this part of the process and we plan to continue the strategic review using a measured approach to evaluate other opportunities that can further enhance the value of Nordion.

Under the terms of the agreement BTG will acquire the Targeted Therapies business for $200 million in cash. We estimate net cash proceeds after taxes, deal fees and costs to be approximately $185 million. This represents an implied value of approximately $3 per share for Nordion and it represents a 4.1 times revenue multiple based upon the fiscal 2012 Targeted Therapies results.

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