Knight Therapeutics Inc. (TSX:GUD) entered into an agreement to acquire 51.21% stake in Biotoscana Investments S.A. (BOVESPA:GBIO33) from Advent Cartagena (Luxembourg) S.a r.l., Essex Woodlands Health Ventures VIII, L.P., Essex Woodlands Health Ventures VIII-A, L.P. and Essex Woodlands Health Ventures VIII-B, L.P. managed by Essex Woodlands Management, Inc., MAZAL INVESTMENT VENTURES LTD., Robert Friedlander and Roberto Guttman for approximately BRL 600 million on October 18, 2019. The total consideration shall be paid in the amount of BRL 476 million on closing and 1/3 of BRL 119 million shall be paid twelve months from the closing date, another 1/3 shall be paid twenty-four months from the closing date, and the remaining 1/3 shall be paid thirty-six months from the closing date. Under the terms, Knight Therapeutics will pay BRL 10.96 per share of Biotoscana Investments. As per the transactions, Knight will acquire 48.14 million Common Shares and 6.2 million Brazilian Depositary Receipts in Biotoscana Investments. The offer price is subject to adjustment of SELIC rate. In a related transaction, Knight Therapeutics Inc. will launch a mandatory tender offer to acquire the remaining 48.79% interest in Biotoscana Investments S.A. for approximately BRL 570 million. The transaction will be fully funded from cash on Knight's balance sheet. Knight will also appoint its representatives to the Board of Directors of Biotoscana Investments. The transaction is subject to the satisfaction of customary closing conditions and will not be subject to anti-trust approval in Brazil. As of October 18, 2019, board of Biotoscana Investments unanimously confirms the favorable statement for this transaction. The transaction is expected to close by November 29, 2019.

RBC Capital Markets acted as an exclusive financial advisor. Hillel W. Rosen, Brian Kujavsky, Shayna Goldman and Julia Knafo of Davies Ward Phillips & Vineberg LLP, Martin Cerruti, Cristina Vignone and Alejandro Alterwain of Ferrere Abogados , Socios María Shakespear, Roberto Crouzel, Horacio E. Beccar Varela and Agustín Waisman of Estudio Beccar Varela, Guilherme Sampaio Monteiro, Milena Casado de Oliveira, Marcelo Junqueira de Mello, Taisa Sani and Letícia Fonseca Marcondes Venancio of Pinheiro Neto Advogados, Carlos Urrutia amd Tomás Holguín of Brigard & Urrutia S.A.S. acted as legal advisor for Knight Therapeutics. Diego Gamarra, Diego Cuenca and Fernando de Posadas of Posadas Posadas & Vecino acted as a legal adviser for Biotoscana Investments, Advent International and Essex Woodland. Lucas Granillo Ocampo, Raúl Granillo Ocampo, Gisela Marina Montesanto and Regina Gaggiotti of Estudio Garrido Abogados acted as legal adviser to Biotoscana Investments, Advent International and Essex Woodland. Rodrigo Millar de Castro Guerra and Paula Magalhães of Lobo & de Rizzo Advogados acted as a legal adviser to Biotoscana Investments. Pierre-Alexandre Degehet and Linda Harroch of Bonn Steichen & Partners acted as a legal adviser to Advent International.