{"success":true,"data":{"pressRelease":{"id":"5707","rtpr_id":"nBwbCKBtDa","ticker":"CTX","exchange":"TSX","all_tickers":["CTX"],"title":"Crescita Announces Filing and Mailing of Special Meeting Materials and Receipt of Interim Order in respect of Arrangement with ClinActiv Holdings","author":"Business Wire","published_at":"2026-04-22T23:13:00.122Z","article_body":"Crescita Announces Filing and Mailing of Special Meeting Materials and Receipt\nof Interim Order in respect of Arrangement with ClinActiv Holdings\n\nCrescita Therapeutics Inc. (TSX: CTX and OTC US: CRRTF) (“Crescita” or the\n“Company”) announced today that it has filed and mailed the management\ninformation circular (the “Circular”) and related materials in connection\nwith the special meeting (the “Meeting”) of its shareholders (the\n“Shareholders”) to be held on May 14, 2026 in person at 2805 Place\nLouis-R-Renaud, Laval, Québec. The Meeting has been called for Shareholders\nto consider and, if deemed advisable, to pass a special resolution (the\n“Arrangement Resolution”) approving the previously announced plan of\narrangement (the “Arrangement”) involving the Company, ClinActiv Holdings\nInc. (“ClinActiv”) and its wholly-owned subsidiary (the “Purchaser”)\npursuant to which the Purchaser will acquire all of the issued and outstanding\ncommon shares of the Company (the “Shares”) in exchange for all-cash\nconsideration, subject to the terms and conditions of the arrangement\nagreement dated March 14, 2026 (the “Arrangement Agreement”). The target\npurchase price is $0.80 per Share, subject to upward or downward adjustment\nbased on the Company’s net working capital balance at the closing of the\nArrangement, subject to a minimum purchase price of $0.75 per Share.\n\nThe board of directors of the Company (the “Board”) (with Mr. Serge\nVerreault, the Company’s Chief Executive Officer, abstaining due to his\ninterests in the Arrangement and related transactions) unanimously recommends\nthat Shareholders vote FOR the Arrangement Resolution at the Meeting.\n\nMeeting and Circular\n\nThe Meeting is scheduled to be held on May 14, 2026 at 9:00 a.m. (Toronto\ntime) in person at 2805 Place Louis-R-Renaud, Laval, Québec. Shareholders of\nrecord as at the close of business on April 9, 2026 are entitled to receive\nnotice of and vote at the Meeting.\n\nShareholders are encouraged to vote at the Meeting or by proxy or voting\ninstruction form. Proxies must be submitted no later than 5:00 p.m. (Toronto\ntime) on May 12, 2026, or not later than 48 hours (excluding Saturdays,\nSundays and statutory holidays in the City of Toronto, Ontario) before any\nadjournment or postponement of the Meeting.\n\nThe Circular provides important information on the Arrangement and related\nmatters, including the background to the Arrangement, the rationale for the\nrecommendation made by the Board and voting procedures. Shareholders are urged\nto read the Circular and its appendices carefully and in their entirety, and,\nif assistance is required, Shareholders are urged to consult their financial,\nlegal, tax or other professional advisors. The Circular and the Arrangement\nAgreement are available on the Company’s profile on SEDAR+ (www.sedarplus.ca\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sedarplus.ca&esheet=54520313&newsitemid=20260422677609&lan=en-US&anchor=www.sedarplus.ca&index=1&md5=04c87566fbf1c0e606df6c24bef505a1)\n).\n\nApproval Requirements\n\nIn order to become effective, the Arrangement will require approval of the\nOntario Superior Court of Justice (Commercial List) (the “Court”) and must\nbe approved by: (i) at least two-thirds of the votes cast by Shareholders,\npresent in person or represented by proxy at the Meeting, and (ii) a simple\nmajority of the votes cast by Shareholders, present in person or represented\nby proxy at the Meeting, after excluding for this purpose, votes attached to\nthe Shares held by persons described in items (a) through (d) of Section\n8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security\nHolders in Special Transactions, which shall include the Shares held by Serge\nVerreault, Jose DaRocha and Linda Kisa (together the “Company Management\nGroup”).\n\nCertain significant shareholders, as well as the Company Management Group and\nthe directors of the Company who are shareholders, who collectively hold\napproximately 33% of outstanding Shares, have signed voting and support\nagreements pursuant to which they have agreed, among other things, to vote all\nof their Shares in favour of the Arrangement Resolution.\n\nReceipt of Interim Court Order\n\nThe Company is also pleased to announce that the Court issued an interim order\ndated April 10, 2026, regarding the Arrangement (the “Interim Order”). The\nInterim Order authorizes the Company to proceed with various matters relating\nto the Arrangement, including the holding of the Meeting for Shareholders to\nconsider and vote on the Arrangement Resolution.\n\nSubject to the receipt of the requisite approval of the Shareholders, the\nfinal approval of the Arrangement by the Court and the satisfaction of other\ncustomary conditions, the Arrangement is expected to close in the second\nquarter of 2026. Upon closing of the Arrangement, it is expected that the\nShares will be delisted from the Toronto Stock Exchange (the “TSX”) and\nthat Crescita will apply to the applicable Canadian securities regulators to\ncease to be a reporting issuer under applicable Canadian securities laws.\n\nAbout Crescita\n\nCrescita (TSX: CTX and OTC US: CRRTF) is a growth-oriented, innovation-driven\nCanadian commercial dermatology company with in-house R&D and\nmanufacturing capabilities. The Company offers a portfolio of high-quality,\nscience-based non-prescription skincare products and a commercial stage\nprescription product, Pliaglis(®). We also own multiple proprietary\ntransdermal delivery platforms that support the development of patented\nformulations to facilitate the delivery of active ingredients into or through\nthe skin. For more information, visit www.crescitatherapeutics.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.crescitatherapeutics.com&esheet=54520313&newsitemid=20260422677609&lan=en-US&anchor=www.crescitatherapeutics.com&index=2&md5=6c1a78df376e24880bcce8641c1e8828)\n.\n\nAbout ClinActiv\n\nClinActiv is a global dermatology and consumer health platform focused on\nbuilding science-driven products and businesses. Through cross-border\ncollaboration, strategic partnerships and targeted acquisitions, ClinActiv\naims to develop and scale differentiated products and platforms across North\nAmerica, China, Europe and other global markets.\n\nCaution Regarding Forward-Looking Information\n\nCertain information set forth in this news release including, without\nlimitation, management’s expectations with respect to: the completion of the\nArrangement and the timing thereof; the purchase price payable under the\nArrangement (including adjustments thereto); the receipt of required\nShareholder and Court approvals and the satisfaction of the other conditions\nto closing; the expected timing for closing of the Arrangement; and the\nexpectation that the Shares will be delisted from the TSX and that the Company\nwill cease to be a reporting issuer under applicable Canadian securities laws,\nis forward-looking information within the meaning of applicable securities\nlaws. Forward-looking information may in some cases be identified by words\nsuch as “may”, “will”, “anticipates”, “expects”, “intends”\nand similar expressions referencing future events or future performance.\n\nForward-looking information is, by its nature, subject to numerous risks and\nuncertainties, some of which are beyond the Company’s control. The\nforward-looking information contained in this news release is based on certain\nexpectations and assumptions made by the Company, including expectations and\nassumptions concerning the completion of the Arrangement, the receipt, in a\ntimely manner, of Shareholder and Court approvals in respect of the\nArrangement, the satisfaction of other conditions to closing, the Company's\ncash balance and net working capital as of closing, the delisting of the\nShares from the TSX, and the submission of the application to cease to be a\nreporting issuer, following the delisting of the Shares.\n\nForward-looking information is subject to various risks and uncertainties\nwhich could cause actual results and experience to differ materially from the\nanticipated results or expectations expressed in this news release. The key\nrisks and uncertainties include, but are not limited to: general global\neconomic, market and business conditions; failure to obtain Shareholder\napproval; failure to obtain required Court approvals; failure to satisfy the\nconditions to the completion of the Arrangement or to obtain any required\napprovals in a timely manner; diversion of management time on the Arrangement;\nthe possibility that the Arrangement Agreement may be terminated in certain\ncircumstances; and other factors, many of which are beyond the control of the\nCompany. The anticipated timeline for completion of the Arrangement may change\nfor a number of reasons, including the inability to secure necessary Court or\nShareholder approvals in the time assumed or the need for additional time to\nsatisfy the conditions to the completion of the Arrangement. As a result of\nthe foregoing, readers should not place undue reliance on the forward-looking\ninformation contained in this news release concerning the timing of the\nArrangement or whether the Arrangement will be completed. A comprehensive\ndiscussion of other risks that impact the Company is included in the\nCompany’s most recent Annual Information Form dated March 30, 2026, under\nthe heading “Risk Factors”, and are described from time to time in the\nreports and disclosure documents filed by the Company with Canadian securities\nregulatory agencies and commissions which are available under Crescita’s\nprofile at www.sedarplus.ca\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sedarplus.ca&esheet=54520313&newsitemid=20260422677609&lan=en-US&anchor=www.sedarplus.ca&index=3&md5=6cd1ea6343f640825e4c9c94920de7c9)\n.\n\nReaders are cautioned that undue reliance should not be placed on\nforward-looking information as actual results may vary materially from the\nforward-looking information. Crescita does not undertake to update, correct or\nrevise any forward-looking information as a result of any new information,\nfuture events or otherwise, except as may be required by applicable law.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260422677609/en/\n(https://www.businesswire.com/news/home/20260422677609/en/)\n\nFor More Information, Please Contact:\n\n\n\nLinda Kisa, CPA, CA\n\nVice-President, Corporate Affairs and Secretary\n\nEmail: lkisa@crescitatx.com (mailto:lkisa@crescitatx.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBwbCKBtDa","title":"Crescita Announces Filing and Mailing of Special Meeting Materials and Receipt of Interim Order in respect of Arrangement with ClinActiv Holdings","author":"Business Wire","ticker":"CTX","created":"2026-04-22T23:13:00.122Z","tickers":["CTX"],"exchange":"TSX","article_body":"Crescita Announces Filing and Mailing of Special Meeting Materials and Receipt\nof Interim Order in respect of Arrangement with ClinActiv Holdings\n\nCrescita Therapeutics Inc. (TSX: CTX and OTC US: CRRTF) (“Crescita” or the\n“Company”) announced today that it has filed and mailed the management\ninformation circular (the “Circular”) and related materials in connection\nwith the special meeting (the “Meeting”) of its shareholders (the\n“Shareholders”) to be held on May 14, 2026 in person at 2805 Place\nLouis-R-Renaud, Laval, Québec. The Meeting has been called for Shareholders\nto consider and, if deemed advisable, to pass a special resolution (the\n“Arrangement Resolution”) approving the previously announced plan of\narrangement (the “Arrangement”) involving the Company, ClinActiv Holdings\nInc. (“ClinActiv”) and its wholly-owned subsidiary (the “Purchaser”)\npursuant to which the Purchaser will acquire all of the issued and outstanding\ncommon shares of the Company (the “Shares”) in exchange for all-cash\nconsideration, subject to the terms and conditions of the arrangement\nagreement dated March 14, 2026 (the “Arrangement Agreement”). The target\npurchase price is $0.80 per Share, subject to upward or downward adjustment\nbased on the Company’s net working capital balance at the closing of the\nArrangement, subject to a minimum purchase price of $0.75 per Share.\n\nThe board of directors of the Company (the “Board”) (with Mr. Serge\nVerreault, the Company’s Chief Executive Officer, abstaining due to his\ninterests in the Arrangement and related transactions) unanimously recommends\nthat Shareholders vote FOR the Arrangement Resolution at the Meeting.\n\nMeeting and Circular\n\nThe Meeting is scheduled to be held on May 14, 2026 at 9:00 a.m. (Toronto\ntime) in person at 2805 Place Louis-R-Renaud, Laval, Québec. Shareholders of\nrecord as at the close of business on April 9, 2026 are entitled to receive\nnotice of and vote at the Meeting.\n\nShareholders are encouraged to vote at the Meeting or by proxy or voting\ninstruction form. Proxies must be submitted no later than 5:00 p.m. (Toronto\ntime) on May 12, 2026, or not later than 48 hours (excluding Saturdays,\nSundays and statutory holidays in the City of Toronto, Ontario) before any\nadjournment or postponement of the Meeting.\n\nThe Circular provides important information on the Arrangement and related\nmatters, including the background to the Arrangement, the rationale for the\nrecommendation made by the Board and voting procedures. Shareholders are urged\nto read the Circular and its appendices carefully and in their entirety, and,\nif assistance is required, Shareholders are urged to consult their financial,\nlegal, tax or other professional advisors. The Circular and the Arrangement\nAgreement are available on the Company’s profile on SEDAR+ (www.sedarplus.ca\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sedarplus.ca&esheet=54520313&newsitemid=20260422677609&lan=en-US&anchor=www.sedarplus.ca&index=1&md5=04c87566fbf1c0e606df6c24bef505a1)\n).\n\nApproval Requirements\n\nIn order to become effective, the Arrangement will require approval of the\nOntario Superior Court of Justice (Commercial List) (the “Court”) and must\nbe approved by: (i) at least two-thirds of the votes cast by Shareholders,\npresent in person or represented by proxy at the Meeting, and (ii) a simple\nmajority of the votes cast by Shareholders, present in person or represented\nby proxy at the Meeting, after excluding for this purpose, votes attached to\nthe Shares held by persons described in items (a) through (d) of Section\n8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security\nHolders in Special Transactions, which shall include the Shares held by Serge\nVerreault, Jose DaRocha and Linda Kisa (together the “Company Management\nGroup”).\n\nCertain significant shareholders, as well as the Company Management Group and\nthe directors of the Company who are shareholders, who collectively hold\napproximately 33% of outstanding Shares, have signed voting and support\nagreements pursuant to which they have agreed, among other things, to vote all\nof their Shares in favour of the Arrangement Resolution.\n\nReceipt of Interim Court Order\n\nThe Company is also pleased to announce that the Court issued an interim order\ndated April 10, 2026, regarding the Arrangement (the “Interim Order”). The\nInterim Order authorizes the Company to proceed with various matters relating\nto the Arrangement, including the holding of the Meeting for Shareholders to\nconsider and vote on the Arrangement Resolution.\n\nSubject to the receipt of the requisite approval of the Shareholders, the\nfinal approval of the Arrangement by the Court and the satisfaction of other\ncustomary conditions, the Arrangement is expected to close in the second\nquarter of 2026. Upon closing of the Arrangement, it is expected that the\nShares will be delisted from the Toronto Stock Exchange (the “TSX”) and\nthat Crescita will apply to the applicable Canadian securities regulators to\ncease to be a reporting issuer under applicable Canadian securities laws.\n\nAbout Crescita\n\nCrescita (TSX: CTX and OTC US: CRRTF) is a growth-oriented, innovation-driven\nCanadian commercial dermatology company with in-house R&D and\nmanufacturing capabilities. The Company offers a portfolio of high-quality,\nscience-based non-prescription skincare products and a commercial stage\nprescription product, Pliaglis(®). We also own multiple proprietary\ntransdermal delivery platforms that support the development of patented\nformulations to facilitate the delivery of active ingredients into or through\nthe skin. For more information, visit www.crescitatherapeutics.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.crescitatherapeutics.com&esheet=54520313&newsitemid=20260422677609&lan=en-US&anchor=www.crescitatherapeutics.com&index=2&md5=6c1a78df376e24880bcce8641c1e8828)\n.\n\nAbout ClinActiv\n\nClinActiv is a global dermatology and consumer health platform focused on\nbuilding science-driven products and businesses. Through cross-border\ncollaboration, strategic partnerships and targeted acquisitions, ClinActiv\naims to develop and scale differentiated products and platforms across North\nAmerica, China, Europe and other global markets.\n\nCaution Regarding Forward-Looking Information\n\nCertain information set forth in this news release including, without\nlimitation, management’s expectations with respect to: the completion of the\nArrangement and the timing thereof; the purchase price payable under the\nArrangement (including adjustments thereto); the receipt of required\nShareholder and Court approvals and the satisfaction of the other conditions\nto closing; the expected timing for closing of the Arrangement; and the\nexpectation that the Shares will be delisted from the TSX and that the Company\nwill cease to be a reporting issuer under applicable Canadian securities laws,\nis forward-looking information within the meaning of applicable securities\nlaws. Forward-looking information may in some cases be identified by words\nsuch as “may”, “will”, “anticipates”, “expects”, “intends”\nand similar expressions referencing future events or future performance.\n\nForward-looking information is, by its nature, subject to numerous risks and\nuncertainties, some of which are beyond the Company’s control. The\nforward-looking information contained in this news release is based on certain\nexpectations and assumptions made by the Company, including expectations and\nassumptions concerning the completion of the Arrangement, the receipt, in a\ntimely manner, of Shareholder and Court approvals in respect of the\nArrangement, the satisfaction of other conditions to closing, the Company's\ncash balance and net working capital as of closing, the delisting of the\nShares from the TSX, and the submission of the application to cease to be a\nreporting issuer, following the delisting of the Shares.\n\nForward-looking information is subject to various risks and uncertainties\nwhich could cause actual results and experience to differ materially from the\nanticipated results or expectations expressed in this news release. The key\nrisks and uncertainties include, but are not limited to: general global\neconomic, market and business conditions; failure to obtain Shareholder\napproval; failure to obtain required Court approvals; failure to satisfy the\nconditions to the completion of the Arrangement or to obtain any required\napprovals in a timely manner; diversion of management time on the Arrangement;\nthe possibility that the Arrangement Agreement may be terminated in certain\ncircumstances; and other factors, many of which are beyond the control of the\nCompany. The anticipated timeline for completion of the Arrangement may change\nfor a number of reasons, including the inability to secure necessary Court or\nShareholder approvals in the time assumed or the need for additional time to\nsatisfy the conditions to the completion of the Arrangement. As a result of\nthe foregoing, readers should not place undue reliance on the forward-looking\ninformation contained in this news release concerning the timing of the\nArrangement or whether the Arrangement will be completed. A comprehensive\ndiscussion of other risks that impact the Company is included in the\nCompany’s most recent Annual Information Form dated March 30, 2026, under\nthe heading “Risk Factors”, and are described from time to time in the\nreports and disclosure documents filed by the Company with Canadian securities\nregulatory agencies and commissions which are available under Crescita’s\nprofile at www.sedarplus.ca\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sedarplus.ca&esheet=54520313&newsitemid=20260422677609&lan=en-US&anchor=www.sedarplus.ca&index=3&md5=6cd1ea6343f640825e4c9c94920de7c9)\n.\n\nReaders are cautioned that undue reliance should not be placed on\nforward-looking information as actual results may vary materially from the\nforward-looking information. Crescita does not undertake to update, correct or\nrevise any forward-looking information as a result of any new information,\nfuture events or otherwise, except as may be required by applicable law.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260422677609/en/\n(https://www.businesswire.com/news/home/20260422677609/en/)\n\nFor More Information, Please Contact:\n\n\n\nLinda Kisa, CPA, CA\n\nVice-President, Corporate Affairs and Secretary\n\nEmail: lkisa@crescitatx.com (mailto:lkisa@crescitatx.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-04-22T23:13:00.187431406Z","server_sent_at_ms":1776899580187},"received_at":"2026-04-22T23:13:00.314Z","source_url":"https://www.businesswire.com/news/home/20260422677609/en/"},"analysis":{"id":"4184","press_release_id":"5707","analysis_json":{"industry":{"label":"Pharmaceuticals, Biotechnology & Life Sciences","sector":"Health Care"},"redFlags":["CEO Serge Verreault abstained from the board recommendation due to conflict of interest","Purchase price is subject to downward adjustment based on net working capital at closing"],"eventType":"m_and_a","narrative":"Crescia Therapeutics has filed management circulars and received an interim court order regarding its planned acquisition by ClinActiv Holdings.\n\nUnder the arrangement, shareholders will receive $0.80 per share in cash, subject to adjustment based on net working capital with a minimum price of $0.75.\n\nThe board unanimously recommends the transaction, and shareholders representing approximately 33% of outstanding shares have signed agreements to vote in favor.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Crescita to go private at $0.80/share; 33% of shares locked ahead of May 14 vote."},"keyFigures":{"offeringPrice":0.8,"customDimensions":{"meeting_date":"May 14, 2026","minimum_price_per_share":0.75,"voting_support_percentage":"approximately 33%"}},"namedEntities":{"people":[{"name":"Serge Verreault","role":"Chief Executive Officer"},{"name":"Jose DaRocha","role":"Company Management Group"},{"name":"Linda Kisa","role":"Vice-President, Corporate Affairs and Secretary"}],"products":["Pliaglis"],"companies":[{"name":"Crescita Therapeutics Inc.","ticker":"CTX"},{"name":"ClinActiv Holdings Inc.","relationship":"acquirer"}],"dollarAmounts":[{"amount":"$0.80 per Share","context":"target purchase price"},{"amount":"$0.75 per Share","context":"minimum purchase price"}]},"materialImpact":{"score":5,"reasoning":"This is a definitive plan of arrangement to sell the entire company for all-cash consideration, representing a binary outcome for shareholders and the end of the company's public status."},"tickerRelevance":{"others":[],"primary":"CTX"},"eventTypeSecondary":[]},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":5,"narrative":"Crescia Therapeutics has filed management circulars and received an interim court order regarding its planned acquisition by ClinActiv Holdings.\n\nUnder the arrangement, shareholders will receive $0.80 per share in cash, subject to adjustment based on net working capital with a minimum price of $0.75.\n\nThe board unanimously recommends the transaction, and shareholders representing approximately 33% of outstanding shares have signed agreements to vote in favor.","key_figures":{"offeringPrice":0.8,"customDimensions":{"meeting_date":"May 14, 2026","minimum_price_per_share":0.75,"voting_support_percentage":"approximately 33%"}},"named_entities":{"people":[{"name":"Serge Verreault","role":"Chief Executive Officer"},{"name":"Jose DaRocha","role":"Company Management Group"},{"name":"Linda Kisa","role":"Vice-President, Corporate Affairs and Secretary"}],"products":["Pliaglis"],"companies":[{"name":"Crescita Therapeutics Inc.","ticker":"CTX"},{"name":"ClinActiv Holdings Inc.","relationship":"acquirer"}],"dollarAmounts":[{"amount":"$0.80 per Share","context":"target purchase price"},{"amount":"$0.75 per Share","context":"minimum purchase price"}]},"model_name":"glm-4.7","prompt_hash":"sha256:2f2748f0fcc8c4f2","schema_hash":"sha256:ad96b863d7123008","created_at":"2026-04-23T01:15:21.236Z","global_importance":3,"audience_relevance":3,"importance_components":{"method":"backfill-heuristic","signals":{"bodyLong":false,"headlineTier1":false,"tickerCovered":false,"hadSignificance":false},"version":1,"computedAt":"2026-04-27T11:52:54.555Z"}},"durationMs":53775,"modelName":"glm-4.7"}}