Exhibit 99.3
SUPERIOR COURT
(Commercial Division)
CANADA
PROVINCE OF QUEBEC
DISTRICT OF MONTREAL
N° 500-11-033156-080
This 27th day of May, 2008
Presiding:
The Honourable Mr. Justice Jean-François Buffoni, J.S.C.
IN THE MATTER OF THE ARRANGEMENT PROPOSED BY DRAXIS HEALTH INC. UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44 AS AMENDED (the “Act”):
DRAXIS HEALTH INC., having its principal place of business in the Province of Quebec at 16751 Trans-Canada Highway, Kirkland, Québec, H9H 4J4
Petitioner
and
JUBILANT ACQUISITION INC., having its registered office at 1000 De La Gauchetière Street West, Suite 2100, Montréal, Québec, H3B 4W5
and
THE DIRECTOR APPOINTED UNDER THE CANADA BUSINESS CORPORATIONS ACT, having an office at the Jean Edmonds Tower South, 365 Laurier Avenue West, 9th Floor, Ottawa, Ontario, K1A 0C8
MIS-EN-CAUSE
FINAL ORDER
CONSIDERING the Motion of Draxis Health Inc. (“Draxis”) for a Final Order under Section 192 of the Act with respect to its proposed Arrangement that was submitted to its Shareholders on May 23, 2008;
CONSIDERING the affidavit of Alida Gualtieri, General Counsel and Secretary of Draxis, dated May 26, 2008, and the exhibits produced in support of the Draxis Motion for Final Order;
CONSIDERING the representations of Draxis’s counsel on the Motion for Final Order;
THE COURT HEREBY MAKES THE FOLLOWING FINAL ORDER AND:
GRANTS the present Motion for Final Order;
DECLARES the Arrangement duly adopted in accordance with the Interim Order;
DECLARES that the Arrangement is an “arrangement” within the meaning of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;
DECLARES that the Arrangement is fair and reasonable to the Securityholders;
DECLARES that the Arrangement is hereby approved and sanctioned by the Court;
DECLARES that the Arrangement shall take effect in accordance with its terms;
ORDERS provisional execution of the Final Order notwithstanding appeal and without the necessity of furnishing any security;
THE WHOLE without costs.
| /s/ Jean-François Buffoni |
| Jean-François Buffoni, J.S.C. |
Me Stephen G. Schenke | COPIE CONFORME |
MCCARTHY TÉTRAULT LLP | |
For the Petitioner | |
| [ILLEGIBLE] |
No. 500-11
SUPERIOR COURT
PROVINCE OF QUÉBEC
DISTRICT OF MONTREAL
IN THE MATTER OF THE ARRANGEMENT
PROPOSED BY DRAXIS HEALTH INC.
UNDER SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT, R.S.C., c.
C-44 AS AMENDED
DRAXIS HEALTH INC.
Petitioner
-and-
JUBILANT ACQUISITION INC.
-and-
THE DIRECTOR APPOINTED UNDER THE
CANADA BUSINESS CORPORATIONS ACT
Mis-en-cause
FINAL ORDER
Mtre S. Schenke/lm / 144619-399480
BC0847
McCarthy Tétrault LLP
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