TSX: ACB
EDMONTON, Jan. 3, 2018 /CNW/ - Aurora Cannabis Inc.
("Aurora") (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) today called for
additional disclosure on yesterday's wholly inadequate announcement
by CanniMed Therapeutics Inc. ("CanniMed") of a supply
agreement (the "Supply Agreement") with Up Cannabis Inc.
("UCI"), a subsidiary of Newstrike Resources Ltd
("Newstrike"), CanniMed's proposed acquisition
candidate.
The timing of the Supply Agreement suggests no strategic
rationale, and raises serious questions about the apparent
ongoing failure of CanniMed's management and Board to meet their
fiduciary responsibilities to their shareholders, in view of the
superior offer from Aurora (the "Offer") (described
below) to CanniMed shareholders.
"Simply put, this is a bizarre action by CanniMed management,"
said Cam Battley, Executive Vice
President of Aurora. "Why would CanniMed sign a supply agreement
with a company they have proposed to acquire in three weeks? Why
would they sign a supply agreement with a company that doesn't have
a sales license, and therefore has no ability to fulfill the
agreement? If CanniMed needed to purchase wholesale product, they
could easily have signed a supply agreement with any number of
producers currently licensed to sell. CanniMed has never previously
entered into a wholesale supply agreement, nor ever indicated that
they needed additional supply. So it's reasonable to ask whether
their announcement actually meets the definition of a supply
agreement as commonly understood – or whether it represents a
disguised scheme to achieve other objectives. It's clear based on
publicly disclosed information that Newstrike is in urgent
financial need. Is this an attempt to transfer CanniMed capital
sufficient to keep the lights on and the doors open at Newstrike?
Alternatively, is this an attempt to entrench a relationship
between CanniMed and Newstrike under adverse terms that are counter
to the interests of CanniMed shareholders, as the latest attempt at
creating a poison pill? Given that CanniMed shareholders are due to
decide in the next few weeks on both the proposed
CanniMed-Newstrike transaction and the Aurora Offer to acquire
CanniMed, Aurora believes it is incumbent on CanniMed management to
disclose the terms of the supply agreement they have signed with
Newstrike's Up Cannabis subsidiary."
At a minimum, CanniMed must let investors know what
consideration was paid for the Supply Agreement, what price product
will be purchased at, the expected timing of deliveries under the
Supply Agreement, what the conditions are for the renewal of the
Supply Agreement, and what are the terms and conditions upon which
the Supply Agreement may be terminated. Aurora looks forward to
CanniMed's additional disclosure, and the filing of what is clearly
a material agreement on SEDAR.
Aurora has serious concerns, based on the minimal terms
currently disclosed, that the Supply Agreement is not attractive
from a financial or business perspective. Without clear and
adequate public disclosure of the key terms of the Supply
Agreement, Aurora believes CanniMed shareholders will be unable to
assess the full financial impact, and are likely to be misled by
statements from CanniMed management.
If the Aurora Offer is successful, Aurora will review all
agreements entered into by CanniMed to ensure that they are reached
on commercially reasonable terms, and reserves the right to
terminate any agreements entered into by CanniMed during the
currency of the Offer. Aurora is also prepared to hold CanniMed
officers and directors accountable for value destroying
transactions entered into while the Aurora Offer is
outstanding.
About the Offer
On November 24, 2017, Aurora
formally commenced its Offer to purchase all of the issued and
outstanding common shares of CanniMed for consideration consisting
of common shares of Aurora. The Offer Document, including the
takeover bid circular and related documents are available on
SEDAR.
The Offer Documents are also available on Aurora's website at
www.auroramj.com and shareholders are invited to visit
cannimed.auroramj.com for further information.
How to Tender
Aurora encourages CanniMed shareholders to read the full details
of the Offer set forth in the takeover bid circular and
accompanying offer documents, (collectively, the "Offer
Documents"), which contain detailed instructions on how
CanniMed shareholders can tender their CanniMed common shares to
the Offer. For assistance in depositing CanniMed common shares to
the Offer, CanniMed shareholders should contact the depositary and
the Information Agent for the Offer, Laurel Hill Advisory Group at
Phone: 1-877-452-7184 (North American Toll Free Phone) and
1-416-304-0211 (Outside North America); Facsimile: 416-646-2415;
and E-mail: assistance@laurelhill.com.
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 17.23% of the
issued shares 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 22.9% 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 Boards of
Directors,
AURORA CANNABIS
INC.
Terry Booth
CEO
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"). 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.
Various assumptions were used in drawing the conclusions or making
the projections contained in the forward-looking statements
throughout this news release. Forward-looking statements are based
on the opinions and estimates of management at the date the
statements are made, and 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. 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. In particular, this news
release contains forward-looking information concerning: (i) the
Offer, various terms of the Offer and the anticipated timing of
completion of the Offer; (ii) expectations with respect to
synergies and efficiencies that may be achieved upon a combination
of the businesses of Aurora and CanniMed and other benefits of a
combination of the businesses of Aurora and CanniMed; and (iii)
anticipated actions of Aurora following successful completion of
the Offer. The information concerning CanniMed contained in this
news release has been taken from, or is based upon, publicly
available information filed by CanniMed with securities regulatory
authorities in Canada prior to the
date of this news release and other public sources.
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.