Reaffirms Commitment to Offer
and Invitation to Tender
- Poison Pill Strips CanniMed Shareholders of Rights and
Restricts Choices
- Not Approved by CanniMed Shareholders, Destroys
Value
- Aurora Intends to Vigorously Challenge Poison Pill
TSX: ACB
VANCOUVER, Nov. 30, 2017 /CNW/ - Following the November 28, 2017 CanniMed Therapeutics Inc.
("CanniMed") (TSX: CMED) announcement that it has
unilaterally adopted a shareholders' rights plan (the "Poison
Pill") in response to the compelling offer (the "Offer")
made by Aurora Cannabis Inc. (the "Company" or
"Aurora") (TSX: ACB) (OTCQX: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) to CanniMed's
shareholders, Aurora provides the following initial response:
- CanniMed's Refusal To Engage. Aurora is astonished by
the continued refusal of CanniMed, its Board of Directors (the
"Board"), and the Board's Special Committee to engage in a
constructive dialogue to discuss the strong merits of its Offer,
despite repeated approaches from Aurora. Aurora questions the Board
and Special Committee's ability to make an informed decision and
act in the best interest of shareholders.
- Oppressive Tactics to thwart the Offer. The Poison Pill
is oppressive and serves only to thwart Aurora's compelling offer
to CanniMed shareholders. The Poison Pill is the second
self-serving and rash poison pill adopted by the CanniMed Board.
The first such poison pill being when the CanniMed Board, with a
public offer from Aurora in-hand, agreed to pay a significant break
fee of $9.5 million dollars to
Newstrike Resources Ltd. ("Newstrike Resources Poison Pill")
in the event the highly conditional transaction with Newstrike
Resources is not completed. The CanniMed Board's actions are a
clear attempt to thwart Aurora's full and fair Offer to CanniMed
shareholders.
- Limiting Rights and Choices of Shareholders. The
adoption of the Poison Pill, for which CanniMed Board would
not dare seek shareholder approval, is unprecedented in its scope
and scale, as it takes away the rights and choices of shareholders.
It also creates an overly burdensome process for CanniMed
shareholders who wish to support the Offer and enter into lock-up
agreements, as they must first seek the approval of CanniMed's
Board. Moreover, it is in breach of securities laws.
- Self Serving Actions may affect CanniMed's Shareholder
Value. Aurora believes that the actions taken by the CanniMed
Board in adopting the Poison Pill and the Newstrike Resources
Poison Pill could lead to inferior CanniMed shareholder value
relative to the Aurora Offer, which provides significant value,
today, a 75% premium to the 20-day VWAP of CanniMed shares prior to
public disclosure of Aurora's intention. Furthermore, Aurora's
Offer provides CanniMed shareholders with the opportunity to
participate in the growth of the industry, alongside Aurora's
exceptional execution track record.
- Aurora to Challenge Poison Pill and give Shareholders the
Ability to Choose. Aurora intends to vigorously challenge the
merits and terms of the Poison Pill approved by the CanniMed Board
by bringing an application for a hearing before the Financial and
Consumer Affairs Authority of Saskatchewan and Ontario
Securities Commission to strike down the Poison Pill.
- Aurora Files Complaint With Securities Regulatory
Authorities. Aurora has also filed a complaint with the
the Financial and Consumer Affairs Authority of Saskatchewan
and the Ontario Securites Commission regarding CanniMed's failure
to disclose certain important information regarding the Newstrike
transaction, as required by securities law. For example, CanniMed
has failed to disclose who has committed to support the highly
dilutive Newstrike transaction. Aurora is hopeful CanniMed will
comply with its obligations under securites law and provide the
required information to shareholders soon.
"Since launching our offer, the feedback we have received from
CanniMed's shareholders has been overwhelmingly positive. Many of
CanniMed's shareholders are telling us that our offer represents an
excellent premium for their CanniMed shares, and clearly see the
considerable upside potential by becoming Aurora shareholders,"
said Cam Battley, Aurora's Executive
Vice President.
The actions of CanniMed's management and Board, however, seem
contrary to the wishes of CanniMed shareholders. CanniMed has
adopted oppressive poison pill tactics, which appear to be driven
solely by entrenched self-interest, and that purposely limit their
shareholders' rights and ability to choose. They are taking
fundamental rights away from their shareholders. We want CanniMed
shareholders to be able to make their own choice, and we remain
open for discussion at any time to explain the strong merits of our
Offer. CanniMed's Board and management claim they are protecting
their shareholders, but their actions say the opposite."
CanniMed's shareholders are encouraged to read more about the
Offer by visiting Aurora's website dedicated to the Offer at
cannimed.auroramj.com. Aurora continues to build value for its
shareholders and has completed several transactions and business
opportunities which CanniMed shareholders can read about at
www.auroramj.com.
Additionally, CanniMed shareholders with questions regarding the
Offer may contact Aurora's Information Agent and Depositary, Laurel
Hill Advisory Group, at 1-877-452-7184 (toll free) or
+1-416-304-0211 (collect call for shareholders outside North America).
About Aurora
Aurora's wholly-owned subsidiary, Aurora Cannabis Enterprises
Inc., is a licensed producer of medical cannabis pursuant to Health
Canada's Access to Cannabis for Medical Purposes Regulations
("ACMPR"). The Company operates a 55,200 square foot,
state-of-the-art production facility in Mountain View County,
Alberta, known as "Aurora
Mountain", a second 40,000 square foot high-technology production
facility known as "Aurora Vie" in Pointe-Claire, Quebec on Montreal's West Island, and is currently
constructing an 800,000 square foot production facility, known as
"Aurora Sky", at the Edmonton
International Airport, as well as is completing a fourth facility
in Lachute, Quebec through its
wholly owned subsidiary Aurora Larssen Projects Ltd.
In addition, the Company holds approximately 9.6% of the issued
shares (12.9% on a fully-diluted basis) in leading extraction
technology company Radient Technologies Inc., based in Edmonton, and is in the process of completing
an investment in Edmonton-based
Hempco Food and Fiber for an ownership stake of up to 50.1%.
Furthermore, Aurora is the cornerstone investor with a 19.9% stake
in Cann Group Limited, the first Australian company licensed to
conduct research on and cultivate medical cannabis. Aurora also
owns Pedanios, a leading wholesale importer, exporter, and
distributor of medical cannabis in the European Union, based in
Germany. The Company offers
further differentiation through its acquisition of BC Northern
Lights Ltd. and Urban Cultivator Inc., industry leaders,
respectively, in the production and sale of proprietary systems for
the safe, efficient and high-yield indoor cultivation of cannabis,
and in state-of-the-art indoor gardening appliances for the
cultivation of organic microgreens, vegetables and herbs in home
and professional kitchens. Aurora's common shares trade on the TSX
under the symbol "ACB".
On behalf of the Board of Directors,
AURORA CANNABIS INC.
Terry Booth
CEO
SHAREHOLDER QUESTIONS
Questions may be directed to
Aurora's Depositary and Information Agent at:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com
This news release contains certain "forward-looking
statements" within the meaning of such statements under applicable
securities law. Forward-looking statements are frequently
characterized by words such as "plan", "continue", "expect",
"project", "intend", "believe", "anticipate", "estimate", "may",
"will", "potential", "proposed" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
These statements are only predictions. Forward looking statements
in release include statements regarding CanniMed's defensive
tactics and the effect on the value of the Aurora Offer; the timing
and results of theapplication by Aurora to the Ontario Securities
Commission and the Financial and Consumer Affairs Authority of
Saskatchewan, and Aurora's
business plans and potential Various assumptions were used in
drawing the conclusions or making the projections contained in the
forward-looking statements throughout this news release, including
assumptions based upon CanniMed's publicly disclosed information,
and that there will be no change in the business, prospects or
capitalization of CanniMed or Aurora. Forward looking statements
are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
The Company is under no obligation, and expressly disclaims any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law. A
more complete discussion of the risks and uncertainties facing the
Company appears in the Company's Annual Information Form and
continuous disclosure filings, which are available at
www.sedar.com. Neither TSX nor its Regulation Services Provider (as
that term is defined in the policies of Toronto Stock Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Aurora Cannabis Inc.