Crescita Therapeutics announced that it has entered into a definitive arrangement agreement to be acquired by ClinActiv Holdings in an all-cash transaction valued at $0.80 per share, subject to adjustments tied to the company’s net working capital at closing and with a minimum purchase price of $0.75 per share. The proposed transaction represents a premium of approximately 74 percent to the five-day volume-weighted average price of Crescita’s shares on the Toronto Stock Exchange as of March 13, 2026. It is estimated that Crescita has about 18.6 million shares, so the deal is believed to be about $14.9 million.
Under the agreement, ClinActiv and its affiliate will acquire all of Crescita’s issued and outstanding common shares. The deal has received support from significant shareholders, as well as senior management and directors who collectively control approximately 33 percent of the company’s outstanding shares and have agreed to vote in favor of the arrangement.
Bloom Burton Securities served as financial advisor to Crescita’s board of directors and delivered a fairness opinion stating that the purchase price is fair to shareholders from a financial perspective. The board, after reviewing strategic alternatives including remaining a publicly traded company, unanimously recommended that shareholders vote in favor of the transaction.
The acquisition will be implemented through a court-approved statutory plan of arrangement under the Business Corporations Act (Ontario). To proceed, the deal requires approval from at least two-thirds of shareholder votes cast, as well as a simple majority of minority shareholder votes excluding shares held by certain related parties. Court approval and other customary closing conditions will also be required.
If completed, the transaction is expected to close in the second quarter of 2026. Following closing, Crescita’s shares are expected to be delisted from the Toronto Stock Exchange, and the company plans to apply to cease being a reporting issuer under Canadian securities laws.
The arrangement agreement includes standard deal protection provisions such as a non-solicitation covenant, a right for ClinActiv to match superior proposals, and a termination fee of C$2 million payable under certain circumstances. The purchaser has also agreed to a reverse termination fee of US$1.5 million if it fails to complete the transaction when required. The deal is not subject to a financing condition.
Concurrent with the agreement, Crescita’s senior management group entered into a separate arrangement with the purchaser under which a post-closing reorganization will occur. Under that structure, ClinActiv will retain ownership of Crescita’s commercial skincare and contract manufacturing business, while the management group will acquire other parts of the company that the purchaser does not intend to retain. The board reviewed the reorganization and determined that it provides a net benefit to shareholders.
Crescita is a Canadian commercial dermatology company with in-house research, development and manufacturing capabilities. The company develops science-based skincare products, including its commercial-stage prescription product Pliaglis®, and owns proprietary transdermal delivery platforms designed to enable patented formulations for delivering active ingredients into or through the skin.
ClinActiv is a global dermatology and consumer health platform focused on building science-driven products and businesses through cross-border collaboration, partnerships and acquisitions across North America, China, Europe and other markets.
KEY QUOTES
“We are pleased to present an opportunity for shareholders of the Company to achieve liquidity at a significant premium to the trading price of the Shares. After carefully evaluating all other strategic alternatives available to the Company over the last several years, and taking into account the views of our shareholders, the independent members of the Board unanimously concluded that the liquidity, premium and certainty of value offered by the Arrangement represents the most favourable opportunity currently available for the Company’s shareholders.”
Daniel Chicoine, Independent Chair Of The Board Of Directors, Crescita Therapeutics
“This transaction represents an important first step in ClinActiv’s strategy to build a global dermatology platform through cross-border collaboration, strategic partnerships and targeted acquisitions. We are excited to lead and support Crescita into its next phase of development. Crescita has built a differentiated and fully integrated platform, combining deep dermatology expertise and well-established commercial skincare and contract manufacturing businesses, which we believe position the Company for future growth. We look forward to working closely with Crescita’s management team to ensure a seamless transition and accelerate expansion and unlock new opportunities for Crescita through access to ClinActiv’s commercial networks and product portfolios.”
Simon Dai, CEO, ClinActiv; Watson Cheng, Head Of International Business, ClinActiv
