The Tender Offer aims at (i) fulfilling Knight’s statutory obligation to conduct a public offer for the acquisition of the outstanding BDRs following the transfer of control (“Tag Along Tender Offer”); and (ii) the voluntary discontinuity of the BDRs program of the Company (“Discontinuity of the BDR Program”). The Tag Along Tender Offer, together with the Discontinuity of the BDR Program are herein referred to as the Tender Offer.
The Tender Offer will be launched no later than
Knight will offer the BDR holders a choice between the Offer Price and the Alternative
Offer Price : The Offer Price reflects the same price negotiated with the controlling shareholders for the Transfer of Control, beingR$10.96 per BDR as adjusted by the SELIC Rate from the closing date of the transfer of control until the settlement date (“Offer Price ”). The Offer Price is payable as follows: (a)R$8.77 per BDR will be paid in cash, in Brazilian reais on the settlement date; and (ii) R$2.19 per BDR (the “Escrow Amount”) will be deposited in Brazilian reais in an escrow account for the benefit of the BDRs holders who choose the Offer Price (“Escrow Account BDR Holders”), of whichR$0.91 per BDR shall be mandatorily paid by the Offeror on or at any time prior toNovember 29, 2022 . The Escrow Amount will be held in accordance with the terms and conditions to be provided in an escrow agreement to be executed between the Offeror and the escrow agent for the benefit of the BDR holders, which shall reflect similar terms and conditions to those in the escrow agreement executed between the Offeror, the selling shareholders, and the escrow agent (“Escrow Agreement Controlling Shareholders”) pursuant to the transfer of control. The Escrow Amount will be released over a period of three (3) years from closing of the transfer of control, net of claims in accordance with the terms and conditions of the Share Purchase Agreement and the Escrow Agreement Controlling Shareholders executed in the context of the transfer of control;
- Alternative
Offer Price :R$10.15 per BDR to be paid in cash, as adjusted by the SELIC Rate from the closing date of the transfer of control until the settlement date, in Brazilian reais, on the settlement date (“AlternativeOffer Price ”). If the BDR holders choose to receive the AlternativeOffer Price , they will not be entitled to receive any of the Escrow Amount, and will expressly waive any and all claims they would have in respect of such amount, even if the total amount effectively received by the BDR holders who choose to receive the Offer Price receive an amount higher than the AlternativeOffer Price .
The Discontinuity of the BDR Program will be effective if the holders of outstanding BDRs participating in the Tender Offer representing a percentage greater than two thirds (2/3) of the outstanding BDRs participating in the Tender Offer (a) accept the Tender Offer and effectively sell their BDRs; or (b) expressly agree to the Discontinuity of the BDR Program (“Discontinuity Condition”). The threshold to squeeze out the remaining BDR holders will be achieved if the remaining free float is less than 5% of the capital stock of the Company (considering the shares and BDRs) after the completion of the Tender Offer. Knight will exercise its right to squeeze out pursuant to the rules provided in the Notice.
About
Forward-Looking Statement
This document contains forward-looking statements for
Contact Information for Knight:
President and Chief Operating Officer
T: 514-678-8930
F: 514-481-4116
Email: info@gudknight.com
Website: www.gud-knight.com
Arvind Utchanah
Chief Financial Officer
T. 514.484.4483 ext. 115
F. 514.481.4116
Email: info@gudknight.com
Website: www.gud-knight.com
Source: Thérapeutique Knight inc.
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