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On June 15, 2026, Velan Holding Co. Ltd., the controlling shareholder of Montréal-based industrial valve manufacturer Velan Inc., completed the sale of its controlling interest in Velan to funds managed by Birch Hill Equity Partners Management Inc. at a price of $13.10 per share, for aggregate gross proceeds of $203,922,040.80 payable to Velan Holding and two other entities associated with shareholders of Velan Holding (the "VH Transaction"). The transaction was originally announced on January 14, 2026. Prior to closing, Velan Holding held 15,566,567 multiple voting shares and one subordinate voting share, representing approximately 72.1 percent of Velan's outstanding shares and 92.8 percent of its aggregate voting rights. As part of a pre-closing reorganization, Velan Holding converted 2,290,075 multiple voting shares into the same number of subordinate voting shares. On closing, Birch Hill acquired 13,276,492 multiple voting shares and 2,290,076 subordinate voting shares, representing approximately 72.1 percent of Velan's outstanding shares and 91.9 percent of its aggregate voting rights. Birch Hill purchased the shares under the private agreement exemption from the take-over bid requirements in National Instrument 62-104. Velan was not a party to the VH Transaction but entered into a cooperation agreement with Birch Hill to facilitate the transaction, including the obtaining of applicable regulatory approvals, following a review of strategic alternatives supervised by Velan's special committee of independent directors. At closing, Velan entered into an investor rights agreement with Birch Hill providing Birch Hill with the right to nominate up to four of seven directors so long as it holds more than 40 percent of Velan's voting rights, and Velan announced board and management transitions. 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.
Parties
Company
Birch Hill Equity Partners Management Inc.
Company
Velan Inc.
Company
Velan Holding Co. Ltd.
Deal Type
Merger & AcquisitionIndustry
OtherTransaction
$ 203,922,041Deal Status
ClosedClosing Date
15 June 2026