MONTREAL, July 08, 2020 — Knight Therapeutics Inc. (TSX: GUD) and its wholly owned subsidiary 1178991 CANADA INC. (“Knight” or “Offeror“) today announced that the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) (“CVM“) has approved the Tender Offer process filed by 1178991 CANADA INC. for the acquisition of all outstanding Brazilian Depositary Receipts (“BDRs“) of Biotoscana Investments S.A. (“GBT” or “Company“).
The Tender Offer aims at (i) fulfilling Knight’s statutory obligation to conduct a public offer for the acquisition of the outstanding BDRs following the transfer of control (“Tag Along Tender Offer“); and (ii) the voluntary discontinuity of the BDRs program of the Company (“Discontinuity of the BDR Program“). The Tag Along Tender Offer, together with the Discontinuity of the BDR Program are herein referred to as the Tender Offer.
The Tender Offer will be launched no later than July 20th 2020. BDR holders will be invited to tender their BDRs at an auction that will take place within 30 to 45 days following the launch of the Tender Offer. The specific date of the auction will be disclosed upon publication of the notice of the Tender Offer (“Notice“) on or before July 20th 2020. Settlement will be completed within 2 business days following the auction.
Knight will offer the BDR holders a choice between the Offer Price and the Alternative Offer Price as described below, and as further detailed in the Notice:
- Offer Price: The Offer Price reflects the same price negotiated with the controlling shareholders for the Transfer of Control, being R$10.96 per BDR as adjusted by the SELIC Rate from the closing date of the transfer of control until the settlement date (“Offer Price“). The Offer Price is payable as follows: (a) R$8.77 per BDR will be paid in cash, in Brazilian reais on the settlement date; and (ii) R$2.19 per BDR (the “Escrow Amount“) will be deposited in Brazilian reais in an escrow account for the benefit of the BDRs holders who choose the Offer Price (“Escrow Account BDR Holders“), of which R$0.91 per BDR shall be mandatorily paid by the Offeror on or at any time prior to November 29, 2022. The Escrow Amount will be held in accordance with the terms and conditions to be provided in an escrow agreement to be executed between the Offeror and the escrow agent for the benefit of the BDR holders, which shall reflect similar terms and conditions to those in the escrow agreement executed between the Offeror, the selling shareholders, and the escrow agent (“Escrow Agreement Controlling Shareholders“) pursuant to the transfer of control. The Escrow Amount will be released over a period of three (3) years from closing of the transfer of control, net of claims in accordance with the terms and conditions of the Share Purchase Agreement and the Escrow Agreement Controlling Shareholders executed in the context of the transfer of control;
- Alternative Offer Price: R$10.15 per BDR to be paid in cash, as adjusted by the SELIC Rate from the closing date of the transfer of control until the settlement date, in Brazilian reais, on the settlement date (“Alternative Offer Price“). If the BDR holders choose to receive the Alternative Offer Price, they will not be entitled to receive any of the Escrow Amount, and will expressly waive any and all claims they would have in respect of such amount, even if the total amount effectively received by the BDR holders who choose to receive the Offer Price receive an amount higher than the Alternative Offer Price.
The Discontinuity of the BDR Program will be effective if the holders of outstanding BDRs participating in the Tender Offer representing a percentage greater than two thirds (2/3) of the outstanding BDRs participating in the Tender Offer (a) accept the Tender Offer and effectively sell their BDRs; or (b) expressly agree to the Discontinuity of the BDR Program (“Discontinuity Condition“). The threshold to squeeze out the remaining BDR holders will be achieved if the remaining free float is less than 5% of the capital stock of the Company (considering the shares and BDRs) after the completion of the Tender Offer. Knight will exercise its right to squeeze out pursuant to the rules provided in the Notice.
About Knight Therapeutics Inc.
Knight Therapeutics Inc., headquartered in Montreal, Canada, is a pan-American (ex-US) specialty pharmaceutical company focused on developing, acquiring or in-licensing and commercializing innovative pharmaceutical products for Canada and Latin America. Knight owns a controlling stake in Grupo Biotoscana, a pan-Latin American specialty pharmaceutical company. Knight Therapeutics Inc.’s shares trade on TSX under the symbol GUD. For more information about Knight Therapeutics Inc., please visit the company’s web site at www.gud-knight.com or www.sedar.com.
This document contains forward-looking statements for Knight Therapeutics Inc. and its subsidiaries. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Knight Therapeutics Inc. considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared but cautions the reader that these assumptions regarding future events, many of which are beyond the control of Knight Therapeutics Inc. and its subsidiaries, may ultimately prove to be incorrect. Factors and risks, which could cause actual results to differ materially from current expectations are discussed in Knight Therapeutics Inc.’s Annual Report and in Knight Therapeutics Inc.’s Annual Information Form for the year ended December 31, 2019 as filed on www.sedar.com. Knight Therapeutics Inc. disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events, except as required by law.
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