MONTREAL, QUEBEC--(Marketwired - Sept. 1, 2016) - Knight Therapeutics Inc. ("Knight") (TSX:GUD), a leading Canadian specialty pharmaceutical company, announced today that its strategic partner INTEGA Skin Sciences Inc. ("INTEGA"), a Montreal-based dermatology company, has been acquired by Crescita Therapeutics Inc. ("Crescita") (TSX:CTX) for base consideration of $8.0 million payable in Crescita common shares valued at $2.44 a share.
In January 2016, Knight entered into a secured loan agreement with INTEGA pursuant to which Knight loaned over $9.0 million to INTEGA at a minimum interest rate of 13% per year, with a term ranging from one to six years. The proceeds of the loan were used to support the acquisition of Valeant Groupe Cosméderme, which includes Laboratoire Dr. Renaud, Pro-Derm, and Premiology, three high-end medical skincare brands, from Valeant Canada. As part of the transaction, Knight was issued 8.0% of the fully-diluted common shares in the capital of INTEGA, plus other consideration. Concurrent with the loan, Knight entered into an exclusive distribution, license and supply agreement to commercialize all INTEGA's current and future products in Israel, Romania, Russia, sub-Saharan Africa and the Caribbean.
As part of the Crescita acquisition, it was agreed that $3.0 million of Knight's secured loan will be repaid and the interest rate on the remaining loan balance will be reduced to 9% per year.
"Our 6-year, secured INTEGA loan is now even more secure at Crescita given their approximately $17 million of non-committed cash. This allows everyone to sleep well at Knight. We will, however, wake up each morning to help Crescita in their mission to become a leading Canadian dermatology player," said Jonathan Ross Goodman, CEO of Knight.
"Working alongside pragmatic, fair and quick-to-close Knight and Bloom Burton has been wonderful," said Greg Orleski, former CEO of INTEGA and newly-appointed CEO of Crescita. "Now that we are well capitalized, we look forward to working with Knight and Bloom Burton to achieve our collective goal of touching the lives of Canadians through our unique product offerings."
Knight Crescita Ownership
As part of the transaction, Knight received 645,002 common shares of Crescita in exchange for its INTEGA shares which represent approximately 4.6% of the outstanding common shares of Crescita. Knight now owns an aggregate of 1,513,502 common shares of Crescita representing approximately 10.9% of the outstanding common shares of Crescita.
In addition to the above-mentioned shares, Knight expects to receive approximately $0.6 million in Crescita shares valued at $2.44 per share or cash to be paid within 30 days following Crescita's next annual shareholders meeting, which is expected to be held in the second quarter of 2017.
Knight also received 293,163 warrants which are convertible into 293,163 common shares of Crescita at an exercise price of $2.44 per common share at any time until September 1, 2023. Should Knight exercise the warrants, Knight would acquire an additional 293,163 common shares of Crescita, representing 2.1% of the issued and outstanding common shares of Crescita, after taking effect of the exercise of the warrants.
Knight acquired the shares for investment purposes. Knight may in the future purchase or sell shares of Crescita or otherwise trade in securities of or engage in other transactions with respect to Crescita depending on a number of factors, including but not limited to, Crescita' s financial position, the price levels of the common shares of Crescita, conditions in the securities markets and general economic and industry conditions, Crescita' s business or financial condition, and other factors and conditions Knight deems appropriate.
About Crescita Therapeutics Inc.
Crescita (TSX:CTX) is a publicly traded, Canadian drug development company that owns topical products for treating medical conditions in dermatology and pain. Crescita owns multiple proprietary drug delivery platforms that support the development of patented formulations that can facilitate the delivery of active drugs into or through the skin. Crescita's board of directors and management team have demonstrated success in building Crescita's predecessor company, Nuvo Research Inc., including developing multiple drugs that are now approved and commercialized and negotiating multiple licensing transactions. For additional information, please visit www.crescitatherapeutics.com.
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.