GlobeNewswire·Jun 8, 2026, 7:37 AM ET

Kneat Enters into Definitive Agreement to be Acquired by Thoma Bravo in an All-Cash Transaction, Valuing Kneat at Approximately C$650 Million

KSIOF

Kneat has entered into a definitive arrangement agreement with an affiliate of Thoma Bravo to be acquired for C$6.50 per share in cash.
The transaction values all issued shares at approximately C$650 million on a fully diluted basis.
The offer price represents a 40% premium to Kneat's closing price on May 8, 2026, and a 20% premium to the closing price on June 5, 2026.
Upon completion, Kneat will become a privately held company, with existing shares delisted from the Toronto Stock Exchange.
Shareholders may elect to roll a portion of their equity into shares of the Purchaser, known as Rollover Shares, valued at the purchase price.
Kneat's Board of Directors unanimously recommended the transaction, citing significant premiums, immediate liquidity, fairness opinions, and high likelihood of completion.
A special Shareholders' Meeting is expected to be held by early August 2026 to vote on the transaction.
The transaction requires approval from at least two-thirds of votes cast, a majority of minority shareholders, and the Ontario Superior Court of Justice.
Assuming all regulatory approvals are received, the transaction is expected to close in the third quarter of 2026.
Directors and officers holding shares have entered voting support agreements representing approximately 21.9% of outstanding shares.
Thoma Bravo intends to accelerate Kneat's mission to provide digital validation for the life sciences sector, leveraging its operational expertise.
A break fee of approximately C$22.6 million is included in the agreement, payable only in specific customary circumstances.
CIBC Capital Markets and ATB Cormark provided fairness opinions stating the consideration is fair from a financial point of view.