BioSyent Announces Closing of the Acquisition of Oral Science Inc.

Executive Summary

• BioSyent completed the acquisition of Oral Science for an aggregate purchase price of $25.5 million.
• Consideration comprised $22.5 million cash (including a $2.0 million working‑capital adjustment), 12,666 RSUs to employees, and 234,192 BioSyent common shares, with portions subject to escrow and lock‑up.
• The transaction was funded by $16.3 million of cash on hand, a $6.0 million 1‑year senior secured demand term loan, and a $2.0 million draw on an existing revolving credit facility.

Key Details

• Purchase Price: $25.5 million total.
• Cash Component: $22.5 million cash paid at closing (including $2.0 million additional working‑capital payment).
• Equity Component: 234,192 BioSyent common shares issued at a deemed price of $12.81 per share ($3.0 million aggregate).
• RSU Grant to Employees: 12,666 Restricted Share Units (RSUs) valued at $0.2 million; fully vest on the second anniversary of grant date.
• Escrow/Lock‑up: 167,635 shares placed in a two‑year escrow; 66,557 shares subject to a two‑year lock‑up with 25 % released semi‑annually.
• Contingent Payments:
• Earn‑out cash payment due in 2027 based on Oral Science’s 2025‑2026 performance.
• Royalty payments through 2033 tied to sales of one product, capped at $6.0 million.
• Financing Sources:
• $16.3 million from BioSyent’s liquid cash reserves.
• $6.0 million 1‑Year Senior Secured Demand Term Loan from RBC Royal Bank.
• $2.0 million draw on RBC Royal Bank Senior Secured Demand Revolving Credit Line Facility.
• Regulatory Status: Classified as an “Expedited Acquisition” under TSXV Policy 5.3; pending final TSXV approval.
• Board Action: Approval of an additional grant of 8,682 RSUs to certain employees (vesting on the third anniversary).

Notable Quotes

(No direct quotes were provided in the release.)