On July 22, 2024, Hamilton Thorne Ltd. announced that it had entered into a definitive arrangement agreement dated July 21, 2024, with an acquisition vehicle managed by Astorg, a private equity investment firm, whereby the purchaser has agreed to acquire 100% of the issued and outstanding common shares of the company. Hamilton Thorne’s shareholders, other than the rollover shareholders with respect to their rollover shares, will receive $2.25 in cash per company share on completion of the transaction, corresponding to an enterprise value of approximately $388 million inclusive of the debt.
At the closing of the transaction, Daniel Thorne and FAX Capital Corp. have agreed to effectively roll, in the aggregate, approximately 21.3 million company shares at an implied value per company share equal to the transaction consideration, being $2.25 per company share, and will directly or indirectly acquire equity in the resulting combined entity.
FAX Capital and affiliated entities have agreed to roll the entirety of their existing position (which represents approximately 11.5% of the outstanding Company shares) and have an option to, directly or indirectly, make an additional US$10 million investment in such entity.
Cassels is representing FAX Capital.