Velan Sales Closes to Birch Hill; CEO & CFO Transition to Support Next Phase

Velan Inc. announced the closing of the sale by its controlling shareholder, Velan Holding Co. Ltd. of its controlling interest in the company to funds managed by Birch Hill Equity Partners Management Inc., together with planned board and management changes marking the next phase of Velan’s strategic growth.

Velan Holding, the sole holder of the Company’s 15,566,567 multiple voting shares and holder of one subordinate voting share, representing approximately 72.1% of the company’s outstanding shares and 92.8% of its aggregate voting rights, sold its interest to Birch Hill at $13.10 Canadian per share, for aggregate gross proceeds of C$203 million to Velan Holding and two other entities associated with shareholders of Velan Holding.

Upon completion of the VH Transaction, Birch Hill acquired 13,276,492 multiple voting shares and 2,290,076 subordinate voting shares, representing approximately 72.1% of the Company’s outstanding shares and 91.9% of its aggregate voting rights. While Velan was not a party to the VH Transaction, the Company facilitated the transaction pursuant to the cooperation agreement entered into with Birch Hill, as previously announced on January 14, 2026, including in connection with obtaining applicable regulatory approvals.

As Birch Hill COO and Partner Pierre Schuurmans commented at the time of the transaction announcement, “We have immense respect for the 75-year legacy the Velan family has built, rooted in decades of engineering excellence and manufacturing expertise across critical global industries. We are proud to invest in a company with such strong Quebec heritage and global presence. We look forward to building on this foundation and supporting the company’s continued growth and innovation.”

With the closing of the VH Transaction, Velan is announcing changes to its board of directors (the “Board“) and management changes that reflect the Company’s growth trajectory and support business continuity.

Patrick Duncan, a Partner at Birch Hill, has been appointed Chairman of the Board. Joshua Lundy, Jim Mannebach and Shauna Gamble have been appointed to the board as Birch Hill nominees, with Ms. Gamble serving as an independent director. Daniel Desjardins, Edward Kernaghan and Suzanne Blanchet will continue to serve as independent directors, with Daniel Desjardins being appointed lead director.

Jim Mannebach will be retiring as Chief Executive Officer from the Company and stepping down as Chair of the Board. As noted above, he will remain on the Board as a director and, in addition, will support a period of transition.

“On behalf of the Board, I want to thank Jim for his steady leadership during an important transition period for Velan,” said Daniel Desjardins, an independent director of the Company. “After first serving on an interim basis, Jim stepped into the CEO role and helped guide the Company through this phase with focus and stability. We are grateful for his contributions and pleased that he will continue to support Velan as a member of the Board.”

As part of this transition, Rishi Sharma, a seasoned Velan executive and previous Chief Financial Officer of the Company, has been appointed President and Chief Executive Officer. Imran Gibbons, previously Vice President, Global Financial Planning and Analysis, has been appointed Chief Financial Officer.

“I would like to thank Jim, and the Velan family for the support, guidance, and opportunity over the past four years. I am also humbled and sincerely thankful to the Birch Hill team and the Board for their trust in giving me this exciting new opportunity. With the strategic transactions closed in the last two years, Velan enters its next phase from a position of strength. We have a highly skilled team, deep technical expertise, and a strong commitment to our customers around the world. With the support of Birch Hill’s long-term investment plan, we are well positioned to accelerate the execution of our strategy, invest in the capabilities that will strengthen our competitiveness and continue building a stronger business for our employees, customers, and shareholders. I am very excited for our future,” commented Mr. Sharma.

In addition, the Company is pleased to announce that it intends to close a new US$80 million revolving credit facility with a leading Canadian financial institution. The facility is expected to have a five-year term to June 2031. The new credit facility will enhance Velan’s capital structure with expanded liquidity, enhanced durability, and a lower cost of capital. The facility is expected to be used to retire other debt in North America at closing of the facility and for general corporate purposes going forward.