HTL Hamilton Thorne Inc

Hamilton Thorne Ltd (TSX: HTL) (“Hamilton Thorne” or the “Company”), a leading provider of precision instruments, consumables, software, and services to the Assisted Reproductive Technologies (“ART”), research, and the cell biology space, today announced that it has entered into a definitive arrangement agreement dated July 21, 2024 (the “Arrangement Agreement”) with an acquisition vehicle (the “Purchaser”) managed by Astorg, a leading private equity firm with an extensive track record in global healthcare investments, whereby the Purchaser has agreed to acquire 100% of the issued and outstanding common shares (the “Company Shares”) of the Company (the “Transaction”).

Under the terms of the Arrangement Agreement, Hamilton Thorne shareholders, other than the Rollover Shareholders (as defined below) with respect to their Rollover Shares (as defined below), will receive C$2.25 in cash per Company Share (the “Transaction Consideration”) on completion of the Transaction, corresponding to an enterprise value of approximately CAD$388 million (US$282 million) inclusive of the debt. After a comprehensive review of alternatives, and upon the recommendation of an independent special committee (the “Special Committee”) of the board of directors of Hamilton Thorne (the “Board”), the Board (with interested directors abstaining) unanimously determined that the Transaction is in the best interests of Hamilton Thorne and the Transaction Consideration to be received by the Hamilton Thorne shareholders (other than the Interested Parties (as defined below)) is fair, from a financial point of view.

Simultaneously with entering into the Arrangement Agreement, the Purchaser has entered into a binding letter of intent (the “Acquisition LOI”), which is expected to be superseded by a definitive acquisition agreement (the “Acquisition Definitive Agreement”) in agreed form, to acquire the ART product portfolio of Cook Medical (“Cook ART”), a leading provider of IVF consumables for the ART space with a portfolio of trusted brands including ovum aspiration needles, catheters, pipettes, equipment, and other specialty products (the “Acquisition”).

Astorg intends to combine Hamilton Thorne and Cook ART following the completion of the Acquisition and the Transaction.

Key Transaction Highlights

• The Transaction Consideration represents a premium of approximately 54% to the closing price on the TSX of the Company Shares on July 19, 2024, the last trading day prior to the announcement of the Transaction.
• The Transaction Consideration also represents a premium of approximately 52% to the 30-day volume weighted average price (“VWAP”) of the Company Shares as of July 19, 2024, the last trading day prior to the announcement of the Transaction, and approximately 62% to the 90-day VWAP as of the same date1.
• The Transaction Consideration presents immediate liquidity and certain value to Hamilton Thorne shareholders (other than the Rollover Shareholders with respect to their Rollover Shares) at a compelling price.

David Wolf, Executive Chair of Hamilton Thorne, said, “Hamilton Thorne believes the proposed Transaction will provide compelling and certain value at an attractive premium to our shareholders. Astorg, with a proven track record of investing in MedTech companies with a focus on growth and innovation, will be a strong partner and trusted steward of Hamilton Thorne as the Company enters this next phase.”

Dr. Kate Torchilin, Chief Executive Officer of Hamilton Thorne, said, “Hamilton Thorne’s mission since our inception has been to deliver high quality, innovative, and reliable equipment and consumables and strong technical support to laboratories in the IVF/ART and adjacent spaces, and to enable our customers to deliver better outcomes to patients globally. By partnering with Astorg and joining forces with Cook ART, we expect to be well-positioned to better serve doctors, embryologists, researchers, and patients with a more comprehensive offering.”

Olivier Lieven and Tobias Nordblom, Managing Directors of Astorg, said, “We are pleased to support Hamilton Thorne’s vision of transforming the global fertility industry through innovative and quality-driven products and services. The achievements of the Hamilton Thorne team and the Company’s strong reputation for quality and innovation are impressive. We look forward to leveraging our expertise in building healthcare businesses to bring Cook ART together with Hamilton Thorne to further enhance the effectiveness and accessibility of ART and IVF treatments and better support families on their fertility journeys.”

Additional Transaction Details

The Transaction will be implemented by way of a Canadian statutory plan of arrangement pursuant to the Business Corporations Act (Ontario). Under the terms of the Arrangement Agreement, Astorg will acquire all of the issued and outstanding Company Shares, with each shareholder of the Company, other than the Rollover Shareholders with respect to their Rollover Shares, receiving the Transaction Consideration for each Company Share they hold. In connection with the Transaction, each outstanding option of the Company will be cashed-out based on its in-the-money value and each outstanding restricted share unit of the Company will be cancelled in exchange for the Transaction Consideration.

At the closing of the Transaction, Daniel Thorne and FAX Capital Corp. (“FAX Capital”) (collectively, the “Rollover Shareholders”) have agreed to effectively roll, in the aggregate, approximately 21.3 million Company Shares (the “Rollover Shares”) at an implied value per Company Share equal to the Transaction Consideration 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 also have an option to, directly or indirectly, make an additional US$10 million investment in such entity. Mr. Thorne has agreed to roll approximately 3.6 million Company Shares, which represents approximately 18% of his Company Shares, and approximately 2.4% of the outstanding Company Shares.

The Acquisition LOI in connection with the Acquisition is expected to be superseded by the AcquisitionDefinitive Agreement following compliance with the terms of the Acquisition LOI, including the expiration of a statutory waiting period of approximately 30 days.

Completion of the Transaction is, among other customary matters, subject to:

• Approval by (i) at least two-thirds of the votes cast by Hamilton Thorne shareholders at a special meeting (the “Company Meeting”) expected to be held in September 2024, and (ii) a majority of the votes cast by the Company shareholders at the Company Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a “business combination” in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”))
• Court approval of the Transaction
• Simultaneous completion of the Acquisition, subject to certain limited exceptions
• Completion of all required regulatory approvals relating to the Transaction and the Acquisition

Additional details of the Transaction will be described in the management information circular that will be mailed to the Company shareholders (the “Company Circular”) in connection with the Company Meeting to approve the Transaction. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and how shareholders can participate in and vote at the Company Meeting will be provided in the Company Circular.

All of the directors and officers of the Company together with certain shareholders of the Company, who collectively own approximately 27.7% of the outstanding Company Shares, have entered into voting and support agreements pursuant to which they have agreed to vote their Company Shares in favor of the Transaction.

The Arrangement Agreement contains customary terms and conditions, including non-solicitation provisions which are subject to the Company’s right to consider and accept a superior proposal that satisfies certain customary requirements and is subject to a matching right in favor of Astorg. The Arrangement Agreement also provides for the payment of a termination fee of CAD$13.5 million in certain circumstances, including where the Company has accepted a superior proposal and terminates the Arrangement Agreement.

A copy of the Arrangement Agreement will be available through the Company’s filings with the securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca.

In connection with the closing of the Transaction, the Company Shares will be delisted from the TSX and the Company will apply to cease to be a reporting issuer.

Recommendation of the Special Committee and the Board

The Special Committee, comprised of Feng Han, Karen Firestone and Bruno Maruzzo (each of whom is an independent director of the Company), after receiving legal and financial advice, including the fairness opinions from the financial advisors discussed below, has unanimously recommended that the Board approve the Arrangement Agreement having determined, among other things, that the Transaction Consideration to be received by the Company shareholders (other than the Interested Parties) pursuant to the Transaction is fair, from a financial point of view.

The Special Committee has obtained a fairness opinion from each of Piper Sandler & Co. (who acted as financial advisor to the Company in connection with the Transaction) and Stifel GMP (who acted as independent financial advisor to the Special Committee in connection with the Transaction) to the effect that, as of the date of the Arrangement Agreement, and subject to the assumptions, limitations and qualifications on which such opinions are based, the Transaction Consideration to be received by the Company shareholders (other than the Interested Parties) pursuant to the Transaction is fair, from a financial point of view.

After receiving the recommendations of the Special Committee, and the fairness opinions discussed above, the disinterested members of the Board, including a representative of Special Situations Life Sciences Fund LP, have unanimously determined (i) that the Transaction Consideration to be received by the Company shareholders (other than the Interested Parties) pursuant to the Transaction is fair, from a financial point of view; (ii) that the Transaction is in the best interests of the Company; (iii) that the Transaction and the entering into of the Arrangement Agreement and all ancillary agreements are authorized and approved; and (iv) to recommend to the Company shareholders (other than the Interested Parties) that they vote in favor of the resolution to approve the Transaction at the Company Meeting. Special Situations Life Sciences Fund LP exercises control or direction over 14,012,365 Company Shares.

Additional details concerning the rationale for the recommendations made by the Special Committee and the Board, including copies of the fairness opinions prepared by the financial advisors, will be set out in the Company Circular to be filed and mailed to the Company shareholders in the coming weeks and which will be available under Hamilton Thorne’s profile on SEDAR+ at www.sedarplus.ca.

Multilateral Instrument 61-101

The Transaction constitutes a “business combination” under MI 61-101 for the Company as, among other things, the Rollover Shareholders are related parties and they will receive rollover equity consideration in consideration for their Rollover Shares.

As required by MI 61-101, the Company will seek the requisite majority of the minority approval of the Transaction from the Company shareholders at the Company meeting, excluding the votes of each “interested party” (as defined in MI 61-101) (collectively, the “Interested Parties”) whose votes are required to be excluded for the purposes of “minority approval” under MI 61-101 in the context of a “business combination” (which for these purposes will include the Rollover Shareholders).

Advisors

Piper Sandler & Co. is acting as exclusive financial advisor to the Company. Stifel GMP is acting as independent financial advisor to the Special Committee. Dentons Canada LLP is acting as legal advisor to the Company. Norton Rose Fulbright Canada LLP is acting as legal advisor to the Special Committee. Jefferies Securities, Inc. is acting as exclusive financial advisor to Astorg. Stikeman Elliott LLP and Weil, Gotshal & Manges LLP are acting as legal advisors to Astorg.

Early Warning Disclosure

Further to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Daniel Thorne and FAX Capital will file separate early warning reports in connection with their participation in the Transaction as a Rollover Shareholders and for which they entered into voting and support agreements pursuant to which they have each agreed, subject to the terms thereof, to support and vote all of the Company Shares that they own or control. FAX Capital owns or controls 11.5% of the outstanding Company Shares. Mr. Thorne owns or controls 13.2% of the outstanding Company Shares.

Copies of the early warning reports will be available under the Company’s SEDAR+ profile at www.sedarplus.ca, or may, with respect to the early warning report filed by Daniel Thorne, be obtained by contacting Mr. Thorne at 978.921.2050 and, with respect to the early warning report filed by FAX Capital, be obtained by contacting Ryan Caughey, General Counsel and Corporate Secretary of FAX Capital at 647.696.4679.

FAX Capital is a corporation incorporated under the laws of Canada and its head office is located at 2 Bloor Street East, Suite 701, Toronto, Ontario, M4W 1A8. The address of Mr. Thorne is c/o Hamilton Thorne Ltd., 100 Cummings Centre, Suite 465E, Beverly, Massachusetts, 01915 USA.

About Hamilton Thorne

Hamilton Thorne is a leading global provider of precision instruments, consumables, software and services that reduce cost, increase productivity, improve results and enable breakthroughs in Assisted Reproductive Technologies (ART), research, and the cell biology space. Hamilton Thorne markets its products and services under the Hamilton Thorne, Gynemed, Planer, IVFtech, Embryotech Laboratories, Tek-Event, Microptic, and Gynetics brands, through its growing sales force and distributors worldwide. Hamilton Thorne customer base consists of fertility clinics, university research centers, animal breeding facilities, pharmaceutical companies, biotechnology companies, and other commercial and academic research establishments.

For more information about Hamilton Thorne: https://www.hamiltonthorne.ltd/

About Astorg

Astorg is a leading pan-European private equity firm with over €22 billion of assets under management and an extensive track record in global healthcare investments. Astorg works with entrepreneurs and management teams to acquire market leading global companies headquartered in Europe or the US, providing them with the strategic guidance, governance and capital they need to achieve their growth goals. Enjoying a distinct entrepreneurial culture, a long-term shareholder perspective and a lean decision-making body, Astorg has valuable industry expertise in healthcare, software, technology, business services and technology-based industrial companies. Headquartered in Luxembourg, Astorg has offices in London, Paris, New York, Frankfurt, and Milan.

For more information about Astorg: https://www.astorg.com/. Follow Astorg on LinkedIn.

Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information or statements (“FLS”) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. FLS contained or referred to in this press release includes, but is not limited to, statements regarding the proposed timing and various steps contemplated in respect of the Transaction or the Acquisition, the holding of and approval by the Company shareholders of the Transaction at the Company Meeting and the results of the completion of the Transaction, the combination of the Company and Cook Medical’s ART business, the resulting ART / IVF business, and resulting benefits to customers, future innovation and growth potential, and the likelihood that the Transaction and the Acquisition will be consummated.

FLS is based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such FLS is reasonable, undue reliance should not be placed on FLS because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such FLS include, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder, court and regulatory approvals and other conditions of closing necessary to complete the Transaction or for other reasons; (b) risks related to the nature of the Acquisition LOI, including the failure to enter into the Acquisition Definitive Agreement; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction or the Acquisition; (d) risks relating to the abilities of the parties to satisfy conditions precedent to the Transaction and the Acquisition; (e) a third party superior proposal materializing prior to the completion of the Transaction; (f) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction and the Acquisition, including changes in economic conditions, interest rates or tax rates; (g) risks related to the Company resulting from the combination of the Company and Cook Medical's ART business in retaining existing customers and attracting new customers, retaining key personnel, executing on growth strategies, advancing its product line and protecting its intellectual property rights and proprietary information; (h) changes and trends in the Company’s industry and the global economy; and (i) the identified risk factors included in the Company’s public disclosure, including the annual information form dated March 27, 2024, which is available on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the assumptions underlying the FLS prove incorrect, actual results or future events might vary materially from those anticipated in the FLS. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in FLS, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such FLS. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice.

Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise, except as required under applicable securities laws. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company's continuous disclosure filings that are available at www.sedarplus.ca.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The TSX accepts no responsibility for the adequacy or accuracy of this release.

For more information, investors and analysts please contact:

Kate Torchilin, David WolfHamilton Thorne Ltd.978-921-2050IR@HamiltonThorne.ltd

Glen AkselrodBristol Investor Relations905-326-1888glen@bristolir.com

For more information, press please contact:

Hamilton ThorneAiden Woglom, Anne HartProsek PartnersPro-HamiltonThorne@prosek.com

AstorgSamia HadjShadj@Astorg.com

Prosek PartnersPro-Astorg@prosek.com

1 Premium based on applicable trading-day VWAPs per Bloomberg