Willow Biosciences Sells Subsidiary to Enhance Growth Potential
Willow Biosciences Announces Strategic Sale of Subsidiary
Willow Biosciences Inc., a prominent biotechnology firm focused on producing high-value ingredients for various industries, has recently announced an important strategic move. The company has entered into a definitive agreement to sell its wholly-owned subsidiary, Epimeron USA, Inc., to an arms-length entity based in the United Kingdom. This transaction is valued at approximately US$3.38 million in cash, with adjustments tied to working capital and net debt.
Purpose of the Transaction
This sale represents the culmination of Willow's strategic review process, which had been aimed at optimizing their operational capabilities. The company plans to utilize a portion of the proceeds from the transaction towards debt reduction, demonstrating a commitment to financial resilience. Meanwhile, the remainder of the funds will be reserved for evaluating future cash requirements and potential growth opportunities, ultimately aimed at maximizing value for its shareholders.
Timeline and Conditions
Expected to close around the end of the month, this transaction hinges on standard closing conditions that need to be fulfilled. For the transaction to proceed, it requires approval from shareholders who represent at least 66.67% of the votes at an upcoming annual general and special meeting. Willow's Board of Directors has unanimously endorsed the agreement, advocating for shareholder support due to the benefits it poses to the company's strategy.
Shareholder Support and Voting
Key shareholders, including directors and officers, who own about 22.17% of the outstanding shares, have committed to voting in favor of the transaction. Their support underscores the belief in this agreement's positive implications for the company's future.
Details of the Purchase Agreement
The purchase agreement outlines standard representations and warranties from both parties involved. Willow is required to adhere to certain operational covenants during the transitional phase. Moreover, the agreement includes typical provisions that ensure the fiduciary duties are honored, reflecting best practices in business transactions.
Insights on Willow's Future
As part of its future growth strategy, Willow Biosciences continues to develop innovative biomanufacturing processes aimed at producing sustainable, high-value ingredients for diverse markets, spanning from pharmaceuticals to agriculture. Their proprietary platforms, FutureGrown™ and BioOxi™, are central to this ambition and demonstrate the company's commitment to sustainable practices. The R&D team is recognized for its expertise in turning bio-based processes into commercially viable products, which bodes well not only for the company but also for its B2B partners.
Stakeholder Communication
Willow plans to provide additional details regarding the transaction in its management information circular, ensuring that all shareholders are informed about the implications of the sale and the associated meeting. Copies of key documentation will be made available to shareholders through Canadian securities regulators and will appear in the company's SEDAR+ profile for transparency.
Contact Information
For further inquiries, interested parties may contact:
Travis Doupe
Chief Financial Officer
info@willowbio.com
Frequently Asked Questions
What does the sale of Epimeron mean for Willow Biosciences?
This sale allows Willow to focus on its core competencies while reducing debt and evaluating new opportunities for growth.
How will the proceeds from the sale be used?
A portion of the funds will be used to reduce existing debt, with the rest reserved for strategic growth opportunities.
What is the timeline for closing this transaction?
The transaction is expected to close around the end of April 2025, subject to shareholder approval and customary closing conditions.
Who is supporting the transaction?
Major shareholders, including directors and officers of Willow, have expressed their unanimous support and plan to vote in favor of the agreement.
What are the strategic goals of Willow moving forward?
Willow aims to enhance its R&D capabilities and leverage its sustainable biomanufacturing processes to create high-value ingredients across various markets.
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