Crescita Therapeutics Obtains Final Court Order Approving Arrangement

Crescita Therapeutics Inc. announced that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced plan of arrangement with ClinActiv Holdings Inc. The court approval follows shareholder support and clears a key legal milestone toward closing the transaction.

Under the terms disclosed by the company, the target purchase price is CAD 0.80 per common share, subject to upward or downward adjustment based on the company’s net working capital at closing and with a minimum price of CAD 0.75 per share. Senior management and certain significant shareholders representing approximately 33% of outstanding shares entered into voting and support agreements in favor of the arrangement, and Bloom Burton Securities provided a fairness opinion that the consideration is fair from a financial point of view. The arrangement agreement also includes customary deal protections, including a CAD 2.0 million termination fee and a US$1.5 million reverse termination fee.

Completion of the arrangement remains subject to satisfaction of customary closing conditions, including Crescita maintaining minimum cash and net working capital balances; the company continues to anticipate closing in the second quarter of 2026, pending those conditions. Upon closing, Crescita expects its common shares to be delisted from the Toronto Stock Exchange and for the company to apply to cease being a reporting issuer under applicable Canadian securities laws.

From a market perspective, the transaction signals consolidation activity in the commercial dermatology sector, where scale in manufacturing and distribution can be a differentiator. For investors, the deal presents liquidity at a meaningful premium to recent trading levels but also removes a public asset from active market coverage if the delisting proceeds. Near-term trading in the company’s securities may be influenced by closing risk, working capital adjustments and potential rival proposals if any were to surface prior to closing.

Looking ahead, market participants will watch for formal closing announcements, the timing and mechanics of the payment to shareholders, and any regulatory steps tied to delisting and reporting cessation. If the arrangement completes on terms disclosed, ClinActiv will gain Crescita’s commercial and contract-manufacturing capabilities as it pursues cross-border dermatology expansion; conversely, any delay or failure to satisfy conditions would extend uncertainty for shareholders and could affect valuation in the segment.