BioSyent to Acquire Oral Science Inc.
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).
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Share consideration: two‑year escrow on a portion; remaining shares subject to two‑year lock‑up with 25 % released semi‑annually.
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Contingent Payments:
- Earn‑out cash payment in 2027 based on Oral Science performance in 2025–2026.
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Royalty payments through 2033 on one product, capped at CAD 6.0 million.
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Working Capital & Net Cash:
- Purchase price includes a net working capital requirement of CAD 6.3 million.
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Post‑closing net cash and investments expected to exceed CAD 10 million.
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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.
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Additional revolving credit line up to CAD 12.0 million for future working‑capital needs (total facility limit CAD 12.0 million).
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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).
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Accretive to profit and cash flow in 2026.
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Operational Continuity:
- Oral Science will remain a standalone business unit, operating from Brossard, Quebec.
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Current shareholders/founders retain leadership roles and become BioSyent shareholders via the share consideration.
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Strategic Rationale:
- Diversifies sales channels (dental clinics vs. retail/pharmacy).
- Expands product portfolio into oral health while leveraging BioSyent’s pharma distribution network.
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Provides a platform for growth in Canada and internationally, de‑risking business models through diversification.
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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.”