CALGARY,
AB, March 14, 2025 /CNW/ - Willow
Biosciences Inc. ("Willow" or the "Company")
(TSX: WLLW) (OTCQB: CANSF), a biotechnology company focused on
industrial manufacturing of ingredients, announces that it has
entered into a definitive agreement dated March 14, 2025 (the "Agreement") with an
privately-held, arms-length entity based in the United Kingdom (the "Purchaser"),
pursuant to which the Purchaser will acquire the Company's
wholly-owned operating subsidiary, Epimeron USA, Inc. ("Epimeron"), including the
Company's biotechnology business, intellectual property and R&D
team, for US$3.38 million in cash,
subject to working capital and net debt closing adjustments
(collectively, the "Transaction").
The Transaction is the culmination of the Company's previously
announced strategic review.
The Company intends to apply a portion of the net proceeds to
debt reduction, and will retain the remainder of the proceeds
pending a review of its futures cash requirements and potential
opportunities, with a view to maximizing shareholder value.
Closing of the Transaction is expected to occur on or about
April 30, 2025, subject to customary
closing conditions. The Transaction must be approved by
shareholders holding at least 66.67% of shares voted in person or
by proxy at an annual general and special meeting of shareholders,
which will be held April 25, 2025
(the "Meeting"). The Transaction has been approved
unanimously by Willow's Board of Directors, which has determined
that the Transaction is in the best interests of Willow and its
shareholders and unanimously recommends that shareholders vote in
favour of approving the Transaction at the Meeting. Willow's major
shareholders, Directors and Officers, who collectively control
approximately 22.17% of the outstanding common shares of Willow,
have each entered into a voting support agreement pursuant to which
they have irrevocably agreed to vote all common shares in favour of
the Transaction at the Meeting.
The Agreement contains customary representations and warranties
of each party and interim operational covenants by Willow. The
Agreement also includes customary support provisions and fiduciary
duty governance terms typical for transactions of this nature.
Additional information concerning the Transaction and the
Meeting will be disclosed in more detail in Willow's management
information circular (the "Information Circular"). Copies of
the Agreement and the Information Circular for the Meeting will be
filed with Canadian securities regulators and will be available on
the SEDAR+ profile of Willow at www.sedarplus.ca. Shareholders
of Willow are urged to read the Information Circular and other
relevant materials when they become available because such
materials will contain important information about the
Transaction.
About Willow Biosciences Inc.
Willow develops biomanufacturing processes for producing high
value ingredients in pharmaceutical, food and beverage,
agriculture, and consumer markets. Willow's FutureGrown™ and
BioOxi™ platforms enable large-scale production with sustainability
at its core. Willow's R&D team has a proven track record of
developing and commercializing bio-based manufacturing processes
and products to benefit our B2B partners and their customers. For
more information, visit www.willowbio.com.
FutureGrown™ and BioOxi™ are registered trademarks of Willow
Biosciences Inc.
For further information, please contact:
Travis Doupe
Chief Financial Officer
info@willowbio.com
Forward-Looking Statements
This news release may include forward-looking statements
including opinions, assumptions, estimates and the Company's
assessment of future plans, platforms and operations, and, more
particularly, without limitation, statements concerning the
completion of the Transaction and its expected benefits; the
anticipated timing for the annual and special meeting of the
shareholders and the closing of the Transaction; the use of
proceeds from the Transaction; and potential future opportunities.
When used in this news release, the words "will," "anticipate,"
"believe," "estimate," "expect," "intent," "may," "project,"
"should," and similar expressions are intended to be among the
statements that identify forward-looking statements. The
forward-looking statements are founded on the basis of expectations
and assumptions made by the Company which include, but are not
limited to, the satisfaction of all conditions to the completion of
the Transaction. Forward-looking statements are subject to a wide
range of risks and uncertainties, and although the Company believes
that the expectations represented by such forward-looking
statements are reasonable, there can be no assurance that such
expectations will be realized. Any number of important factors
could cause actual results to differ, including, but not limited
to: risks inherent in the biotechnology industry in general;
counterparty risk to closing the Transaction; the
success of the Company's research and development strategies;
infringement on intellectual property; failure to benefit from
partnerships; the risk that financing alternatives may not be
available on favourable terms or at all; actions and initiatives of
federal, state and provincial governments and changes to government
policies and the execution and impact of these actions, initiatives
and policies; competition from other industry participants; adverse
U.S., Canadian and global economic conditions; adverse global
events and public-health crises; failure to comply with certain
regulations; departure of key management personnel or inability to
attract and retain talent; and other factors more fully described
from time to time in the reports and filings made by the Company
with securities regulatory authorities. Completion of the
Transaction is subject to a number of conditions which are typical
for transactions of this nature. Failure to satisfy any of these
conditions, the emergence of a superior proposal or the failure to
obtain approval of shareholders may result in the termination of
the Agreement. The foregoing list is not exhaustive. Please
refer to the Company's most recent annual information form and
management's discussion and analysis for additional risk factors
relating to Willow, which can be accessed either on Willow's
website at www.willowbio.com or under the Company's
profile on www.sedarplus.ca.
The forward-looking statements contained in this news release
are made as of the date hereof and the Company does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, except as required by applicable law.
The forward-looking statements contained herein are expressly
qualified by this cautionary statement.
SOURCE Willow Biosciences Inc.
