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Material Fact – Sale of Control – Update


BIOTOSCANA INVESTMENTS S.A. (“Company” or “GBT”) (B3: GBIO33), a leading biopharmaceutical company in Latin America, hereby informs, in addition to the Material Fact of October 21st, 2019 which announced the execution of the Share Purchase and Sale Agreement between our controlling shareholders, as sellers and Knight Therapeutics Inc. (“Share Purchase Agreement” and “Buyer”/“Knight”, respectively), related to the sale of 51,21% of GBT (“Sale of Control”), that its controlling shareholders reported that the Buyer has filed today the Form 51-102F3 with the applicable Canadian securities authorities detailing the following:

The purchase price of the Sale of Control is R$596 million (“Purchase Price”), being R$10.96 per share or BDR. An amount equivalent to 80% of the Purchase Price will be paid to the sellers upon closing, and the remaining 20% will be deposited in an escrow account to secure sellers’ indemnification obligations, which will be released equally over a period of three (3) years, net of claims according to the terms and conditions of the Share Purchase Agreement.

The Sale of Control is expected to close by November 29, 2019 and will be fully funded from cash on Knight’s balance sheet. Upon completion of this first step, Knight will become the controlling shareholder and will appoint its representatives to the board of directors of GBT.

As previously informed by the Company: (i) the Sale of Control is subject to certain precedent conditions, typical to transactions of this nature, and will not be submitted to the antitrust authorities’ approval in Brazil; and (ii) as a consequence of the closing of the Sale of Control, the Buyer shall conduct a tender offer of the remaining shares and BDRs, according to section 12 of the Bylaws of GBT.

According to the Buyer’s information, the tender offer will be launched with similar terms and conditions of the Sale of Control, and will also be fully funded from cash on Knight’s balance sheet.

Following completion of the acquisition of 100% of GBT, Knight expects to pay an aggregate equity purchase price of approximately R$ 1,164 million and an enterprise value of approximately R$1,318 million, including net financial debt as at June 30, 2019.

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

Montevideo, October 28, 2019

Claudio Coracini
Legal Representative in Brasil

Updated on 10/28/2019 at 11:43 pm