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Material Fact – Sale of Control

Material Fact – Sale of Control

BIOTOSCANA INVESTMENTS S.A. (“Company” or “GBT”) (B3: GBIO33), a leading biopharmaceutical company in Latin America, hereby informs that its controlling shareholders reported the execution of the Share Purchase and Sale Agreement with Knight Therapeutics Inc. (“Share Purchase Agreement” and “Buyer”, respectively), related to the sale of the totality of their ownership in the Company’s capital, representing 48,146,080 common shares and 6,202,669 Brazilian Depositary Receipts (“BDRs”), totaling 51.21% of the total capital of GBT (“Sale of Control”).

The purchase price is R$595,662,289.00, being R$10.96 per share or BDR.

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.

As previously informed by the Company, 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.

Knight Therapeutics Inc., a specialty pharmaceutical company with headquarters in Montreal, Canada, is focused on in-licensing innovative pharmaceutical products for Canada and select international markets. Knight Therapeutics Inc.’s shares trade on TSX under the symbol GUD.

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 21tst, 2019



Updated on 10/21/2019 at 12:18 pm