On January 14, 2026, Velan Inc. announced that its controlling shareholder, Velan Holding Co. Ltd., has agreed to sell its shareholdings to funds managed by Birch Hill Equity Partners Management Inc. for aggregate gross proceeds of C$203,922,040.80. The transaction involves 15,566,567 multiple voting shares and one subordinate voting share at C$13.10 per share, representing approximately 72.1% of Velan's outstanding shares and 92.8% of aggregate voting rights. Following a pre-closing reorganization, 13,276,492 multiple voting shares and 2,290,076 subordinate voting shares will be transferred to Birch Hill, representing 91.9% of voting rights.

The transaction is expected to close in the first half of 2026, subject to regulatory approvals and customary closing conditions, with no financing condition or shareholder approval required. Birch Hill intends to maintain Velan's Quebec presence, including its Montreal head office. The company estimates transaction-related fees of approximately C$12 million, plus additional change of control costs of approximately C$5 million, of which C$4 million has already been paid or accrued.

Under an investor rights agreement, Birch Hill will have the right to appoint up to four of seven Board nominees while maintaining ownership above 40% of voting rights. National Bank Financial and Davies Ward Phillips & Vineberg LLP serve as financial and legal advisors to Velan, Norton Rose Fulbright Canada LLP advises the Special Committee, and McCarthy Tétrault LLP advises Velan Holding. TD Securities Inc. and Stikeman Elliott LLP serve as financial and legal advisors to Birch Hill respectively.