"This transaction delivers value to our shareholders and is a good strategic fit for Nordion", said Steve West, CEO of Nordion. "We believe this partnership is beneficial to Nordion's employees and our customers, as Nordion and Sterigenics combine their global expertise, industry knowledge and the same focus on high quality standards and values. This transaction also marks the successful completion of Nordion’s strategic review." The board of Nordion, acting on the unanimous recommendation of the special committee comprised solely of independent directors, has unanimously approved the transaction and recommends that Nordion shareholders vote in favor of the transaction. The agreement between Nordion and Sterigenics provides for a non-solicitation covenant on the part of Nordion, subject to customary "fiduciary out" provisions. A termination fee of $12M would be payable to Sterigenics in certain circumstances, including if it fails to exercise its right to match in the context of a superior proposal supported by Nordion, and a reverse break fee of $24M would be payable by Sterigenics to Nordion if the transaction is not completed in certain circumstances.