Knight Therapeutics Inc. is acquiring a 51.21% stake in Biotoscana Investments SA from a controlling shareholder group that includes Advent International Corp. and Essex Woodlands Management Inc. for about 596 million Brazilian reais.
Biotoscana is a biopharmaceutical group that operates in the Latin American region and focuses on oncology, onco-hematology, infectious diseases and other specialty therapeutic areas. Biotoscana generated revenue of 754 million reais and adjusted EBITDA of 154 million reais, for the 12 months ending June 30.
Under the agreement, Montreal-based Knight will pay 10.96 reais per share to acquire the 51.21% stake.
This private transaction — expected to close by Nov. 29, subject to customary closing conditions — will not have to get antitrust approval in Brazil.
Knight will appoint its representatives to Biotoscana's board after the completion of the transaction, which will be funded by cash.
After the transaction's closing, Knight will launch a mandatory tender offer to buy the remaining 48.79% stake in Biotoscana from public shareholders. The tender offer, which may take four to eight months to be completed, is expected to be fully funded by cash.
Knight expects to pay in total an equity purchase price of 1.16 billion reais, or C$369 million, and an enterprise value of about 1.32 billion reais, or C$418 million, including net debt, after the 100% acquisition of Biotoscana.
Knight CEO Jonathan Goodman said the acquisition will position the company as a non-U.S. pan-American in-licensing partner of choice for global companies.
RBC Capital Markets is acting as the exclusive financial adviser, while Davies Ward Phillips & Vineberg LLP is serving as legal adviser for Knight.
Earlier in October, it was reported that Knight and its Brazilian peer Eurofarma Laboratórios SA were eyeing a controlling stake in Biotoscana, as Advent and Essex Woodlands were looking to exit their stakes.
As of Oct. 18, US$1 was equivalent to 4.13 Brazilian reais.