Theratechnologies Inc. (Nasdaq: THTX; TSX: TH) completed a cross-border public offering of 12,500,000 common shares of the company at US$1.00 per common share, for aggregate gross proceeds of US$12,500,000, and a concurrent private placement with Investissement Québec as sole subscriber for 9,118,184 common shares and 3,381,816 common share equivalents in the form of exchangeable subscription receipts, in each case, at US$1.00 per security, for US$12,500,000 aggregate gross proceeds.
Regulatory and commercial considerations required that Investissement Québec’s participation remain below 20% of the voting rights attached to outstanding common shares, notwithstanding the larger equity investment. As a result, the parties engineered an innovative common share equivalent security in the form of exchangeable subscription receipts for the portion of the investment that would have otherwise procured voting rights beyond the 20% threshold. The exchangeable subscription receipts are non-voting securities, exchangeable at the option of Investissement Québec into an equivalent number of common shares, without payment of additional consideration, on the condition that upon any such exchange, Investissement Québec does not have beneficial ownership or control over more than 19.9% of the issued and outstanding common shares, subject to certain exceptions.
The cross-border public offering was conducted pursuant to a shelf prospectus supplement filed concurrently with US and Canadian securities regulatory authorities. The common shares issued under the offering were listed on the Nasdaq Capital Market and the Toronto Stock Exchange.
Cantor Fitzgerald & Co. acted as sole bookrunner for the public offering.
A Fasken team composed of Jean-Pierre Chamberland, Monica Dingle, Julien Fournier, Laura Fabi and Damien Hallé-Hannan (Corporate) and Ryan Rabinovitch and Quentin Lageix (Tax) advised Theratechnologies in this transaction.
Jurisdiction
- Québec
