Calgary-based Willow Biosciences Inc. (TSX: WLLW; OTCQB: CANSF) has announced a definitive agreement to sell its operating subsidiary Epimeron USA, Inc. to a privately-held company based in the United Kingdom for US$3.38 million in cash. The transaction, announced on March 14, 2025, includes the company's biotechnology business, intellectual property portfolio, and R&D team.
The sale represents the conclusion of Willow's previously announced strategic review process and is subject to working capital and net debt closing adjustments. The transaction is expected to close around April 30, 2025, pending shareholder approval and other customary closing conditions.
Transaction Details and Shareholder Approval
The deal requires approval from at least 66.67% of Willow's shareholders voting at the upcoming annual general and special meeting scheduled for April 25, 2025. Willow's Board of Directors has unanimously approved the transaction and recommends shareholders vote in favor.
Key stakeholders, including major shareholders, Directors, and Officers—who collectively control approximately 22.17% of Willow's outstanding common shares—have already committed to supporting the transaction through irrevocable voting support agreements.
Travis Doupe, Chief Financial Officer of Willow Biosciences, will oversee the transition as the company prepares for the shareholder vote and anticipated closing.
Financial Implications and Future Direction
Willow intends to allocate a portion of the proceeds toward debt reduction, with the remainder being retained pending a review of future cash requirements and potential opportunities. The company has stated that this approach is designed to maximize shareholder value following the divestiture.
The Agreement contains standard representations, warranties, and operational covenants typical for transactions of this nature, including customary support provisions and fiduciary duty governance terms.
About Willow's Technology Platforms
Prior to this transaction, Willow had developed proprietary biomanufacturing platforms—FutureGrown™ and BioOxi™—focused on producing high-value ingredients for pharmaceutical, food and beverage, agriculture, and consumer markets. The company's R&D team had established a track record in developing and commercializing bio-based manufacturing processes and products for B2B partners.
These platforms were designed to enable large-scale production with sustainability as a core principle, reflecting the growing industry trend toward environmentally responsible manufacturing processes in biotechnology.
Market Context and Industry Implications
This transaction occurs amid increasing consolidation in the biotechnology sector, particularly among companies focused on industrial applications of biotechnology. The sale of Epimeron, including Willow's intellectual property and R&D capabilities, suggests a strategic pivot for the company.
The UK-based purchaser, while unnamed in the announcement, gains access to Willow's established biotechnology capabilities and intellectual property portfolio, potentially strengthening its position in the biomanufacturing space.
Regulatory Disclosure
Additional information about the transaction will be disclosed in Willow's forthcoming management information circular. Both the Agreement and the Information Circular will be filed with Canadian securities regulators and will be available on the SEDAR+ profile of Willow at www.sedarplus.ca.
Shareholders are encouraged to review these materials when they become available, as they will contain important information about the transaction and its implications for their investment.
