MONTREAL, QUEBEC--(Marketwired - Dec. 22, 2016) -
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Knight Therapeutics Inc. ("Knight" or the "Company") (TSX:GUD) today announced that it has completed its previously announced bought deal offering (the "Offering") for gross proceeds of $100,050,000 of common shares of Knight ("Common Shares"). The Offering was completed through a syndicate of underwriters co-led by GMP Securities L.P. ("GMP") and Cormark Securities Inc. ("Cormark"), and including Bloom Burton & Co. Limited, CIBC World Markets Inc., Laurentian Bank Securities Inc., Mackie Research Capital Corporation, National Bank Financial Inc., Paradigm Capital Inc., Scotia Capital Inc., and TD Securities Inc. (collectively with GMP and Cormark, the "Underwriters") who have purchased, on a bought deal basis, an aggregate of 10,005,000 Common Shares at a price of $10.00 per Common Share, which includes the exercise in full of the Underwriters' over-allotment option to purchase 1,305,000 Common Shares.
The Common Shares were offered by way of a short form prospectus in all of the provinces of Canada, as well as in the United States under applicable registration statement exemptions. Knight intends to use a substantial portion of the net proceeds of the Offering (i) for potential acquisitions of (a) in-licensing of over-the-counter and prescription pharmaceutical products and targeted promotion of these products, and (b) specialty pharmaceutical businesses in select international markets, (ii) for financing of other life science companies in Canada and internationally, and (iii) the remainder for general corporate purposes. At any given time, Knight is looking at a multitude of opportunities, both large and small. Knight believes that having sufficient capital on hand provides it with a strategic advantage that has allowed, and will continue to allow, it to act rapidly and decisively if and when the right opportunities present themselves.
The securities that were sold have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and were not offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Long Zone Holdings Inc. ("Long Zone"), a company controlled by Mr. Jonathan Ross Goodman, Chief Executive Officer of the Company, purchased 25,000 Common Shares under the Offering. Samira Sakhia, President of the Company and Jeffrey Kadanoff, Chief Financial Officer of the Company, each purchased 10,000 Common Shares, and Amal Khouri, Vice President of Business Development of the Company purchased 5,000 Common Shares. When commenting on this financing, Jonathan Ross Goodman said "We will deploy this additional capital in low risk, fair return opportunities with the goal of creating a specialty pharmaceutical company we can all be proud of. Thank you for the trust which we will never take for granted."
Long Zone's, Ms. Sakhia's, Mr. Kadanoff's and Ms. Khouri's participation in the Offering constitute "related party transactions" as defined in Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to insiders nor the consideration for such securities by insiders exceeds 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering as the details of the participation of insiders of the Company in the Offering had not been confirmed at that time. The Offering, including the insider participation therein, has been unanimously approved by the board of directors of the Company.
About Knight Therapeutics Inc.
Knight Therapeutics Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or in-licensing innovative pharmaceutical products for the Canadian and select international markets. Knight Therapeutics Inc.'s shares trade on TSX under the symbol GUD. For more information about Knight Therapeutics Inc., please visit the Company's web site at www.gud-knight.com or www.sedar.com.
This document contains forward-looking statements for Knight Therapeutics Inc. and its subsidiaries. These forward looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Knight Therapeutics Inc. considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared, but cautions the reader that these assumptions regarding future events, many of which are beyond the control of Knight Therapeutics Inc. and its subsidiaries, may ultimately prove to be incorrect. Factors and risks, which could cause actual results to differ materially from current expectations are discussed in Knight Therapeutics Inc.'s Annual Report and in Knight Therapeutics Inc.'s Annual Information Form for the year ended December 31, 2015. Knight Therapeutics Inc. disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events, except as required by law.