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Material Fact – Approval of Tender Offer

Approval of Tender Offer

BIOTOSCANA INVESTMENTS S.A. (“Company” or “GBT”) (B3: GBIO33), a leading biopharmaceutical company in Latin America, hereby informs its shareholders and the market in general that the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) (“CVM”) has approved on the date hereof the tender offer process filed by 11718991 Canada Inc. (the “Offeror”), a wholly owned subsidiary of Knight Therapeutics Inc., pursuant to Ofício No. 167/2020/CVM/SRE/GER-1 of July 08th, 2020 (“CVM Letter”).

The Tender Offer aims at (i) fulfilling the Offeror’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.

The Offeror 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:




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.

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. The Offeror will exercise its right to squeeze out pursuant to the rules provided in the Notice.

In compliance with CVM Letter and Article 11 of CVM Instruction No. 361/02, the Notice shall be made available by the Offeror in the IPE System of CVM ( and B3 S.A. – Brasil, Bolsa, Balcão (, and in the website of GBT ( and the Intermediary Institution (

The Company will keep its shareholders and the market informed on the developments of the events mentioned in this material fact, in compliance with applicable regulation.


Montevideo, July 8, 2020


Claudio Coracini

Legal Representative in Brasil

Updated on 07/08/2020 at 10:13 pm