Crescita Announces Definitive Agreement to Be Acquired by ClinActiv Holdings in an All-Cash Transaction at a Significant Premium

Executive Summary

• Crescita Therapeutics Inc. entered into a definitive arrangement agreement to be acquired by ClinActiv Holdings Inc. for an all‑cash price of $0.80 per share (minimum $0.75), representing roughly a 74 % premium to the five‑day VWAP.
• The transaction will be effected via a court‑approved statutory plan of arrangement, subject to shareholder and court approvals, and is expected to close in Q2 2026, after which Crescita’s shares will be delisted from the TSX.
• A post‑closing reorganization will leave ClinActiv with Crescita’s commercial skincare and contract manufacturing business, while senior management retains the remaining assets; termination fees of C$2 million (company) and US$1.5 million (purchaser) are included.

Key Details

• Purchase Price: $0.80 per share (minimum $0.75), ~74 % premium to five‑day VWAP as of March 13, 2026.
• Adjustment Mechanism: Price may be adjusted up or down based on Crescita’s net working capital at closing.
• Shareholder Support: Approximately 33 % of outstanding shares (significant shareholders, senior management, directors) have signed voting/support agreements to vote in favour.
• Fairness Opinion: Bloom Burton Securities Inc. issued a fairness opinion stating the price is fair from a financial perspective.
• Approval Requirements:
• ≥ two‑thirds of votes cast by all shareholders (including those excluded under MI 61‑101).
• Simple majority of votes excluding certain protected shares.
• Closing Timeline: Expected in Q2 2026, contingent on shareholder, court approvals and cash/working‑capital conditions.
• Post‑Closing Effects: Shares to be delisted from the TSX; Crescita will apply to cease being a reporting issuer under Canadian securities law.
• Deal‑Protection Provisions:
• Non‑solicitation covenant on Crescita.
• “Fiduciary‑out” clause allowing board to consider superior proposals, with ClinActiv having a right of first match.
• Termination fee payable by Crescita: C$2 million (if certain events occur).
• Reverse termination fee payable by ClinActiv: US$1.5 million (if ClinActiv fails to close).
• Reorganization Agreement: After closing, ClinActiv will retain the commercial skincare and contract manufacturing business; senior management will acquire remaining assets on arm’s‑length terms, providing a net benefit to shareholders.
• Advisors:
• Financial Advisor – Bloom Burton Securities Inc. (board).
• Legal Advisors – Goodmans LLP & BCF LLP (Crescita); Bennett Jones LLP (ClinActiv).

Notable Quotes

• “We are pleased to present an opportunity for shareholders of the Company to achieve liquidity at a significant premium to the trading price of the Shares.” – Daniel Chicoine, Independent Chair, Board of Directors.
• “This transaction represents an important first step in ClinActiv’s strategy to build a global dermatology platform… We look forward to working closely with Crescita’s management team…” – Simon Dai, CEO, ClinActiv; Watson Cheng, Head of International Business, ClinActiv.