Knight Therapeutics Completes the Tender Offer for Grupo Biotoscana And Achieves Over 95% Ownership

MONTREAL, Aug. 14, 2020 (GLOBE NEWSWIRE) -- Knight Therapeutics Inc. (TSX: GUD) ("Knight"), a leading pan-American (ex-US) specialty pharmaceutical company, today announced the results of the tender offer process (a??Tender Offera??) for the acquisition of all outstanding Brazilian Depositary Receipts (a??BDRsa??) of Biotoscana Investments S.A. (a??GBTa??). A total of 49,778,512 of BDRs were tendered by BDR holders thereby resulting in Knight owning 98% of all outstanding GBT shares and BDRs. The settlement of the Tender Offer shall occur on August 18, 2020 (a??Settlement Datea??). On the Settlement Date, Knight will payout a total of R$517,837,423.
Based on the results provided by B3 S.A. a?? Brasil, Bolsa, BalcA?o on the date hereof: (a)A 169,757 BDRs were tendered at the Offer Price. Accordingly, Knight shall pay R$11.23 per BDR to the BDR Holders that chose this price, provided that (i)A R$8.98 per BDR will be paid on the Settlement Date, in cash; and (ii)A R$2.25 per BDR will be deposited in an escrow account for the benefit of such BDRs Holders, and further provided that the amount of R$0.91 shall be mandatorily paid at any time prior to November 29, 2022, as adjusted by SELIC from the Settlement Date until the payment date; and (b) 49,608,755 BDRs were tendered at the Alternative Offer Price. Accordingly, Knight shall pay R$10.40 per BDR on the Settlement Date, in cash, to the BDR Holders that chose this price.Considering that, on the Settlement Date, the remaining outstanding BDRs will represent less than five per cent (5%) of the total capital stock of GBT (taking into consideration BDRs and common shares), Knight approved, on the date hereof, the squeeze out of the remaining BDRs, as provided for in the Notice (a??Squeeze-Outa??).In accordance with the Notice, the BDR Holders will have three (3) days (a??Deadline Squeeze-Outa??) from the date hereof to elect to receive the final auction value of the Offer Price or the Alternative Offer Price, adjusted by the Selic Rate, calculated pro rata temporis from the Settlement Date until the date of deposit. Knight has the right to buy BDRs at the Alternative Offer Price from BDR Holders who fail to provide the necessary documents and information within the Deadline Squeeze-Out.Following the Squeeze-Out, Knight will proceed with delisting GBT in Brazil and Luxembourg.
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