Parties
Company
Hamilton Thorne Ltd.
Company
Astorg
Company
FAX Capital Corp.
On July 22, 2024, Hamilton Thorne Ltd. (TSX: HTL) announced it had entered into a definitive arrangement agreement with an acquisition vehicle managed by Astorg, a private equity firm, dated July 21, 2024. Under this agreement, the purchaser will acquire 100% of Hamilton Thorne's issued and outstanding common shares for CAD 2.25 per share, valuing the transaction at approximately CAD 388 million (USD 282 million), inclusive of debt. The deal was unanimously approved by the board, following the recommendation of an independent special committee.
Daniel Thorne and FAX Capital Corp. have agreed to roll approximately 21.3 million shares, valued at the transaction price of CAD 2.25 per share, into equity in the combined entity. FAX Capital, which holds 11.5% of the outstanding shares, also secured an option to make an additional USD 10 million investment in the new entity.
Cassels Brock & Blackwell LLP is representing FAX Capital in this transaction. Other advisors include Piper Sandler & Co. and Stifel GMP for Hamilton Thorne, with legal advice provided by Dentons Canada LLP and Norton Rose Fulbright Canada LLP. Astorg's advisors include Jefferies Securities, Inc., Stikeman Elliott LLP, and Weil, Gotshal & Manges LLP. The transaction is subject to shareholder and court approvals, with a special meeting scheduled for September 2024.
Deal Type
Merger & AcquisitionIndustry
HealthcareTransaction
$ 388,000,000Deal Status
ActiveClosing Date