Announcement • Dec 01
Astorg Asset Management S A.R.L., Daniel Thorne and FAX Capital Corp. completed the acquisition of Hamilton Thorne Ltd (TSX: HTL) (the "Company") from FAX Capital Corp., Special Situations Life Sciences Fund, L.P managed by AWM Investment Company Inc, Daniel Thorne and others.
Astorg Asset Management S A.R.L., Daniel Thorne and FAX Capital Corp. entered into LOI to acquire Hamilton Thorne Ltd (TSX: HTL) (the "Company") from FAX Capital Corp., Special Situations Life Sciences Fund, L.P managed by AWM Investment Company Inc, Daniel Thorne and others for approximately CAD 350 million on February 26, 2024. Astorg Asset Management S A.R.L., Daniel Thorne and FAX Capital Corp. entered into a definitive arrangement agreement to acquire Hamilton Thorne Ltd (TSX: HTL) (the "Company") from FAX Capital Corp., Special Situations Life Sciences Fund, L.P managed by AWM Investment Company Inc, Daniel Thorne and others in an equity reinvestment transaction for approximately CAD 350 million on July 21, 2024. Under the terms of the Arrangement Agreement, Hamilton Thorne shareholders, other than the Rollover Shareholders (as defined below) with respect to their Rollover Shares (as defined below), will receive CAD 2.25 in cash per Company Share (the “Transaction Consideration”) on completion of the Transaction, corresponding to an enterprise value of approximately CAD 388 million ($282 million) inclusive of the debt. The Special Committee, comprised of Feng Han, Karen Firestone and Bruno Maruzzo (each of whom is an independent director of the Company), after receiving legal and financial advice, including the fairness opinions from the financial advisors discussed below, has unanimously recommended that the Board approve the Arrangement Agreement having determined, among other things, that the Transaction Consideration to be received by the Company shareholders (other than the Interested Parties) pursuant to the Transaction is fair, from a financial point of view. Under the terms of the Arrangement Agreement, Astorg will acquire all of the issued and outstanding Company Shares, with each shareholder of the Company, other than the Rollover Shareholders with respect to their Rollover Shares, receiving the Transaction Consideration for each Company Share they hold. In connection with the Transaction, each outstanding option of the Company will be cashed-out based on its in-the-money value and each outstanding restricted share unit of the Company will be cancelled in exchange for the Transaction Consideration. Simultaneously with entering into the Arrangement Agreement, the Purchaser has entered into a binding letter of intent (the “Acquisition LOI”), which is expected to be superseded by a definitive acquisition agreement (the “Acquisition Definitive Agreement”) in agreed form, to acquire the ART product portfolio of Cook Medical (“Cook ART”).
At the closing of the Transaction, Daniel Thorne and FAX Capital Corp. (“FAX Capital”) (collectively, the “Rollover Shareholders”) have agreed to effectively roll, in the aggregate, approximately 21.3 million Company Shares (the “Rollover Shares”) at an implied value per Company Share equal to the Transaction Consideration and will directly or indirectly acquire equity in the resulting combined entity. FAX Capital and affiliated entities have agreed to roll the entirety of their existing position (which represents approximately 11.5% of the outstanding Company Shares) and also have an option to, directly or indirectly, make an additional $10 million (CAD 13.725100 million) investment in such entity. Mr. Thorne has agreed to roll approximately 3.6 million Company Shares, which represents approximately 18% of his Company Shares, and approximately 2.4% of the outstanding Company Shares. All of the directors and officers of the Company together with certain shareholders of the Company, who collectively own approximately 27.7% of the outstanding Company Shares, have entered into voting and support agreements pursuant to which they have agreed to vote their Company Shares in favor of the Transaction. The Arrangement Agreement also provides for the payment of a termination fee of CAD 13.5 million in certain circumstances, including where the Company has accepted a superior proposal and terminates the Arrangement Agreement. In connection with the closing of the Transaction, the Company Shares will be delisted from the TSX and the Company will apply to cease to be a reporting issuer.
Completion of the Transaction is, among other customary matters, subject to: Approval by (i) at least two-thirds of the votes cast by Hamilton Thorne shareholders at a special meeting (the “Company Meeting”) expected to be held in September 2024, and (ii) a majority of the votes cast by the Company shareholders at the Company Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a “business combination” in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”)), Court approval of the Transaction, Simultaneous completion of the Acquisition, subject to certain limited exceptions and Completion of all required regulatory approvals relating to the Transaction and the Acquisition. As on September 17, 2024 The transaction has been approved by the shareholders of Hamilton Thorne and is expected to be completed in the fourth quarter of 2024. In connection with the closing of the Transaction, the Shares will be delisted from the TSX and the Company will apply to cease to be a reporting issuer in each of the applicable jurisdictions in Canada. As of October 17, 2024, The Ontario Superior Court of Justice provided final approval of the Transaction by order dated September 20, 2024 and All required regulatory approvals relating to the Transaction and the Acquisition have been obtained by the Company, Cook and the Purchaser, as applicable, or such applicable waiting or review periods have lapsed without objection. The transaction will close effective November 30, 2024.
The Special Committee has obtained a fairness opinion from each of Piper Sandler & Co. (who acted as financial advisor to the Company in connection with the Transaction) and Stifel GMP (who acted as independent financial advisor to the Special Committee in connection with the Transaction) to the effect that, as of the date of the Arrangement Agreement, and subject to the assumptions, limitations and qualifications on which such opinions are based, the Transaction Consideration to be received by the Company shareholders (other than the Interested Parties) pursuant to the Transaction is fair, from a financial point of view. Piper Sandler & Co. is acting as exclusive financial advisor to the Company. Stifel GMP is acting as independent financial advisor to the Special Committee. Dentons Canada LLP is acting as legal advisor to the Company. Norton Rose Fulbright Canada LLP is acting as legal advisor to the Special Committee. Jefferies Securities, Inc. is acting as exclusive financial advisor to Astorg. Stikeman Elliott LLP and Amy M. Rubin, Benjamin Pique, Brianne Kucerik, Dennis F. Adams III, Emily E. Willey, Jannelle Marie Seales, Jeffrey D. Osterman, Jennifer Haydel Britz, John O'Loughlin, Matthew D. Morton, Mike Moiseyev, Noah Beck, Olivia J. Greer, Patrick Brendon, Paul J. Overmyer, Peter J Mee, Ramona Y. Nee, Timothy C. Welch and Tom Richards of Weil, Gotshal & Manges LLP are acting as legal advisors to Astorg. Computershare Investor Services Inc acted as Depositary and Transfer agent to Hamilton Thorne. Stifel Nicolaus Canada Inc. acted as fairness opinion provider to Hamilton Thorne Ltd. Rich May, P.C acted as legal advisor to Hamilton Thorne.
Astorg Asset Management S A.R.L., Daniel Thorne and FAX Capital Corp. completed the acquisition of Hamilton Thorne Ltd (TSX: HTL) (the "Company") from FAX Capital Corp., Special Situations Life Sciences Fund, L.P managed by AWM Investment Company Inc, Daniel Thorne and others on November 29, 2024.
