Crescita Announces Definitive Agreement to Be Acquired by ClinActiv Holdings in an All-Cash Transaction at a Significant Premium

Crescita Therapeutics Inc. (TSX: CTX and OTC US: CRRTF) (“ Crescita ” or the “ Company ”) today announced that it has entered into a definitive arrangement agreement (the “ Arrangement Agreement ”) with ClinActiv Holdings Inc. (“ ClinActiv ”) and its affiliate (the “ Purchaser ”) pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “ Shares ”) in exchange for all-cash consideration (the “ Arrangement ”). The target purchase price is $0.80 per Share, subject to upward or downward adjustment based on the Company’s net working capital balance at the closing of the Arrangement, subject to a minimum purchase price of $0.75 per Share.

The target purchase price of $0.80 per Share represents a premium of approximately 74% to the five-day volume weighted average price of the Shares on the Toronto Stock Exchange (the “ TSX ”) as of the close of market trading on March 13 (being the last trading day prior to the announcement of the Arrangement).

Certain significant shareholders, as well as the Company’s senior management and the directors of the Company who are shareholders, who collectively hold approximately 33% of outstanding Shares, have signed voting and support agreements pursuant to which they have agreed, among other things, to vote all of their Shares in favour of the Arrangement.

Bloom Burton Securities Inc., financial advisor to the Company’s board of directors (the “ Board ”), has provided an opinion (the “ Fairness Opinion ”) that, as of the date hereof, the purchase price (including the minimum purchase price) is fair to the Company’s shareholders from a financial point of view.

“We are pleased to present an opportunity for shareholders of the Company to achieve liquidity at a significant premium to the trading price of the Shares,” said Mr. Daniel Chicoine, independent Chair of the Board of Directors. Mr. Chicoine added: “After carefully evaluating all other strategic alternatives available to the Company over the last several years, and taking into account the views of our shareholders, the independent members of the Board unanimously concluded that the liquidity, premium and certainty of value offered by the Arrangement represents the most favourable opportunity currently available for the Company’s shareholders.”

Simon Dai, CEO of ClinActiv, and Watson Cheng, Head of International Business at ClinActiv, commented: “This transaction represents an important first step in ClinActiv’s strategy to build a global dermatology platform through cross-border collaboration, strategic partnerships and targeted acquisitions. We are excited to lead and support Crescita into its next phase of development. Crescita has built a differentiated and fully integrated platform, combining deep dermatology expertise and well-established commercial skincare and contract manufacturing businesses, which we believe position the Company for future growth. We look forward to working closely with Crescita’s management team to ensure a seamless transition and accelerate expansion and unlock new opportunities for Crescita through access to ClinActiv’s commercial networks and product portfolios.”

Recommendation of Independent Directors

The Board, after undertaking a thorough review of strategic alternatives available to the Company, including the option of remaining as a publicly traded company, and after consulting with its financial and legal advisors, including receiving the Fairness Opinion from Bloom Burton Securities Inc., has unanimously (with Mr. Serge Verreault, the Company’s Chief Executive Officer, abstaining due to his interest in the Reorganization described below) determined that the Arrangement is in the best interests of the Company, taking into account the interests of all affected stakeholders, and that the consideration to be received by the Company’s shareholders pursuant to the Arrangement is fair to shareholders. Accordingly, the Board unanimously recommends that shareholders vote FOR the Arrangement.

Transaction Details

The Arrangement will be implemented by way of a court-approved statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) and will require the approval of (i) at least two-thirds of the votes cast by all shareholders, and (ii) a simple majority of the votes cast by shareholders, excluding, for this purpose, votes attached to the Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions , which will include the Shares held by the Company Management Group (as defined below). In addition to the approval by shareholders, the Arrangement is also subject to receipt of court approval, and other customary conditions. The Arrangement is conditional on the Company having minimum cash and net working capital balances at closing.

Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, the Arrangement is expected to close in the second quarter of 2026. Upon closing of the Arrangement, it is expected that the Shares will be delisted from the TSX and that Crescita will apply to the applicable Canadian securities regulators to cease to be a reporting issuer under applicable Canadian securities laws.

The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of the Company. The Arrangement Agreement grants the Board a customary “fiduciary-out” in respect of a Superior Proposal (as defined in the Arrangement Agreement), subject to a right for ClinActiv to match any Superior Proposal. The Arrangement Agreement includes a termination fee of C$2.0 million, payable by the Company under certain circumstances, including in connection with the Company’s entry into an agreement with respect to a Superior Proposal. The Arrangement Agreement also includes a reverse termination fee of US$1.5 million, payable by the Purchaser under certain circumstances, including if the Purchaser fails to close the Arrangement when required. The Arrangement is not subject to a financing condition.

Concurrently with the execution of the Arrangement Agreement, the Company's senior management (the “ Company Management Group ”) has entered into an agreement with the Purchaser pursuant to which, following closing of the Arrangement, the Company will undertake a post-closing reorganization (the “ Reorganization ”) that will result in the Purchaser retaining ownership of the Company’s commercial skincare and contract manufacturing business, and the Company Management Group acquiring, on arm’s length terms, the Company’s remaining business that the purchaser did not wish to acquire. The Board, with the assistance of legal and financial advisors, carefully reviewed the terms of the Reorganization and its impact on the consideration to be received by the Company’s shareholders under the Arrangement, and Bloom Burton considered the terms of the Reorganization in providing the Fairness Opinion. The Board has concluded that the Reorganization provides a net benefit to the Company’s shareholders under the Arrangement. As a result of his interest in the Reorganization, Mr. Verreault recused himself from the deliberations and decision-making of the Board in connection with the Arrangement and the Reorganization.

The Arrangement Agreement, which describes the full particulars of the Arrangement, will be made available on SEDAR+ ( www.sedarplus.ca ) under the issuer profile of the Company. Additional information regarding the terms of the Arrangement Agreement, the Fairness Opinion and the background of the Arrangement will be provided in a management information circular of the Company (the “ Circular ”) to be filed with applicable regulatory authorities and mailed to shareholders of the Company in accordance with applicable securities laws. Shareholders and other interested parties are advised to read the materials relating to the Arrangement, including the Arrangement Agreement and the Circular when they become available. Details of the shareholders meeting, including the meeting date and the record date for voting, will be announced by the Company in due course.

Advisors

Bloom Burton Securities Inc. is acting as financial advisor to the Board, and Goodmans LLP and BCF LLP are serving as legal advisors to the Company.

Bennett Jones LLP is acting as legal advisor to the Purchaser.

About Crescita

Crescita (TSX: CTX and OTC US: CRRTF) is a growth-oriented, innovation-driven Canadian commercial dermatology company with in-house R&D and manufacturing capabilities. The Company offers a portfolio of high-quality, science-based non-prescription skincare products and a commercial stage prescription product, Pliaglis®. We also own multiple proprietary transdermal delivery platforms that support the development of patented formulations to facilitate the delivery of active ingredients into or through the skin. For more information, visit www.crescitatherapeutics.com .

About ClinActiv

ClinActiv is a global dermatology and consumer health platform focused on building science-driven products and businesses. Through cross-border collaboration, strategic partnerships and targeted acquisitions, ClinActiv aims to develop and scale differentiated products and platforms across North America, China, Europe and other global markets.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain information set forth in this news release including, without limitation, management’s expectations with respect to: the completion of the Arrangement and the timing thereof; the purchase price payable under the Arrangement (including adjustments thereto); the receipt of required shareholder and court approvals, and the satisfaction of the other conditions to closing; the expected timing for closing of the Arrangement; the expectation that the Shares will be delisted from the TSX and that the Company will cease to be a reporting issuer under applicable Canadian securities laws; and the completion of the post-closing reorganization and the timing thereof, is forward-looking information within the meaning of applicable securities laws. Forward-looking information may in some cases be identified by words such as “may”, “will”, “anticipates”, “expects”, “intends” and similar expressions referencing future events or future performance.

Forward-looking information is, by its nature, subject to numerous risks and uncertainties, some of which are beyond the Company’s control. The forward-looking information contained in this news release is based on certain expectations and assumptions made by the Company, including expectations and assumptions concerning the completion of the Arrangement, the receipt, in a timely manner, of shareholder and court approvals in respect of the Arrangement, the satisfaction of other conditions to closing, and the Company's cash balance and net working capital as of closing.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; failure to obtain shareholder approval; failure to obtain required court approvals; failure to satisfy the conditions to the completion of the Arrangement or to obtain any required approvals in a timely manner; diversion of management time on the Arrangement; the possibility that the Arrangement Agreement may be terminated in certain circumstances; and other factors, many of which are beyond the control of the Company. The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary court or shareholder approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the Arrangement or whether the Arrangement will be completed. A comprehensive discussion of other risks that impact the Company are included in the Company’s most recent Annual Information Form dated March 24, 2025, under the heading “Risk Factors”, and are described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions which are available under Crescita’s profile at www.sedarplus.ca .

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Crescita does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.

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FOR MORE INFORMATION, PLEASE CONTACT:
Linda Kisa, CPA, CA
Vice-President, Corporate Affairs and Secretary
Email: lkisa@crescitatx.com