Velan Inc. (Velan) has announced that its controlling shareholder, Velan Holding Co. Ltd. (Velan Holding), the sole holder of the Company’s multiple voting shares, has agreed to sell its 15,566,567 multiple voting shares and one subordinate voting share (representing approximately 72.1% of the Company’s outstanding shares and 92.8% of its aggregate voting rights) to funds managed by Birch Hill Equity Partners Management Inc. (Birch Hill), at CAD 13.10 per share, for aggregate gross proceeds of CAD 203,922,040.80 to Velan Holding and two other entities associated with shareholders of Velan Holding (the VH Transaction). Birch Hill is a leading Canadian investment partner with a 30-year track record of deploying patient capital and operational expertise to scale market leaders for long-term global growth.
Pursuant to a pre-closing reorganization, Velan Holding will, among other things, convert 2,290,075 multiple voting shares into the same number of subordinate voting shares. Therefore, giving effect to such pre-closing reorganization, 13,276,492 multiple voting shares and 2,290,076 subordinate voting shares will be sold to Birch Hill on closing of the VH Transaction (representing approximately 72.1% of the Company’s outstanding shares and 91.9% of its aggregate voting rights) (collectively the “VH Transaction Shares”).
The VH Transaction is expected to close in the first half of 2026, subject to the receipt of the required regulatory approvals and other customary closing conditions. The completion of the VH Transaction is not subject to any financing condition or approval by the Company’s shareholders.
Birch Hill is purchasing the VH Transaction Shares pursuant to the private agreement exemption from the take-over bid requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids.
Birch Hill intends to maintain the Company’s significant presence in Quebec, including the Montreal head office, ensuring that Velan remains active in the local industrial sector while benefiting from the resources and capital necessary for its next phase of growth across Canada and internationally.