1178991 Canada Inc. announced tender offer to acquire remaining 48.8% stake in Biotoscana Investments S.A. (BOVESPA:GBIO33) for approximately BRL 450 million on December 20, 2019. Under the terms, shareholder of Biotoscana will have choice to elect from BRL 8.77 per share in cash and BRL 2.19 per share in escrow or BRL 10.15 per share in cash. Transaction will be funded from cash in hand. Transaction will delist Biotoscana from B3 S.A.. Transaction is subject to approval by B3 S.A., and approval by shareholders of Biotoscana or more than 2/3 shareholders tendering their shares. As of July 8, 2020, the transaction was approved by Brazilian Securities and Exchange Commission. The tender offer will commence on July 20, 2020 and is expected to close in 30 to 45 days. Transaction is expected to complete in 4 to 8 months. As on July 15, 2020, Knight Therapeutics announced the launch of the tender offer. In connection with the tender offer, the auction will take place on August 14, 2020. Settlement will be completed within 2 business days following the auction. 1178991 Canada Inc. completed the acquisition of the remaining 48.8% stake in Biotoscana Investments S.A. (BOVESPA:GBIO33) for approximately BRL 540 million on August 14, 2020. The consideration is payable as- a) 169,757 BDRs were tendered at the Offer Price. Knight shall pay BRL11.23 per BDR to the BDR Holders that chose this price (i) BRL8.98 per BDR will be paid on the Settlement Date, in cash; and (ii) BRL2.25 per BDR will be deposited in an escrow account for the benefit of such BDRs Holders, and it is further provided that the amount of BRL0.91 shall be mandatorily paid at any time prior to November 29, 2022, as adjusted by SELIC from the Settlement Date until the payment date and (b) 49,608,755 BDRs were tendered at the Alternative Offer Price. Accordingly, Knight shall pay BRL10.40 per BDR on the Settlement Date, in cash. A total of 49,778,512 of BDRs were tendered by BDR holders thereby resulting in Knight owning 98% of all outstanding GBT shares and BDRs. The settlement of the Tender Offer shall occur on August 18, 2020 (“Settlement Date”). On the Settlement Date, Knight will payout a total of BRL 517 million. Knight approved the squeeze out of the remaining BDRs. The BDR Holders will have three days from the date hereof to elect to receive the final auction value of the Offer Price or the Alternative Offer Price from the Settlement Date until the date of deposit. Knight will proceed with delisting GBT in Brazil and Luxembourg after Squeeze-Out. Hillel W. Rosen, Brian Kujavsky, Shayna Goldman and Julia Knafo of Davies Ward Phillips & Vineberg LLP acted as legal advisor, Guilherme Sampaio Monteiro, Milena Casado de Oliveira, Marcelo Junqueira de Mello, Taisa Sani and Letícia Fonseca Marcondes Venancio of Pinheiro Neto Advogados acted as legal advisor to Knight Therapeutics Inc. parent of 1178991 Canada Inc. Bonn Steichen & Partners and Lobo & de Rizzo Advogados acted as legal advisor to Essex Woodlands Management, Inc.