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:
- 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 (b) 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.
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 (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br), and in the website of GBT (http://ri.grupobiotoscana.com) and the Intermediary Institution (https://www.itau.com.br/itaubba-pt/nossos-negocios/ofertas-publicas).
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
BIOTOSCANA INVESTMENTS S.A.
Legal Representative in Brasil
Updated on 07/08/2020 at 10:13 pm