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M&A / Property

BioSyent to Acquire Oral Science Inc.

By The Northwire Desk — AI Analysis Feb 09, 2026 · 07:30 RX · 12.8 BioSyent Inc.
RX · Price

Executive Summary

  • BioSyent Inc. entered a Share Purchase Agreement to acquire 100 % of Oral Science Inc. for a total purchase price of CAD 25.5 million (CAD 22.5 million cash + CAD 3.0 million in BioSyent shares).
  • The transaction is expected to close by the end of February 2026 and is projected to be accretive, raising pro‑forma TTM 2025 revenue to > CAD 70 million and EBITDA to > CAD 15.75 million.
  • Financing includes CAD 16.5 million cash on hand, a CAD 6.0 million 1‑year senior secured demand term loan (to be repaid by Q4 2026), and a CAD 12.0 million revolving credit facility for working capital.

Key Details

  • Consideration:
  • CAD 22.5 million cash at closing.
  • 234,192 BioSyent common shares @ CAD 12.81 per share (CAD 3.0 million aggregate).

  • Share consideration: two‑year escrow on a portion; remaining shares subject to two‑year lock‑up with 25 % released semi‑annually.

  • Contingent Payments:

  • Earn‑out cash payment in 2027 based on Oral Science performance in 2025–2026.

  • Royalty payments through 2033 on one product, capped at CAD 6.0 million.

  • Working Capital & Net Cash:

  • Purchase price includes a net working capital requirement of CAD 6.3 million.

  • Post‑closing net cash and investments expected to exceed CAD 10 million.

  • Financing Structure:

  • CAD 16.5 million funded from BioSyent’s liquid cash.
  • CAD 6.0 million senior secured demand term loan (RBC Royal Bank), fully repaid by Q4 2026.

  • Additional revolving credit line up to CAD 12.0 million for future working‑capital needs (total facility limit CAD 12.0 million).

  • Pro‑Forma Financial Impact (TTM Sep 30 2025):

  • Combined revenue: > CAD 70.0 million.
  • Combined EBITDA: > CAD 15.75 million (purchase multiple ≈ 6.33× EBITDA).

  • Accretive to profit and cash flow in 2026.

  • Operational Continuity:

  • Oral Science will remain a standalone business unit, operating from Brossard, Quebec.

  • Current shareholders/founders retain leadership roles and become BioSyent shareholders via the share consideration.

  • Strategic Rationale:

  • Diversifies sales channels (dental clinics vs. retail/pharmacy).
  • Expands product portfolio into oral health while leveraging BioSyent’s pharma distribution network.

  • Provides a platform for growth in Canada and internationally, de‑risking business models through diversification.

  • Legal & Advisory:

  • Legal counsel: Wildeboer Dellelce LLP (BioSyent).
  • Financial advisor: KPMG LLP (BioSyent).

Notable Quotes

  • René Goehrum, President & CEO, BioSyent: “We are excited to announce our acquisition of Oral Science… the transaction is accretive and an effective use of BioSyent’s excess capital.”
  • Daniel Ménard, Co‑Founder & President, Oral Science: “This important milestone ensures the long‑term sustainability of Oral Science and positions the company to successfully navigate an ever‑evolving dental industry.”
Read the original news release →

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