This amended and restated news release is being issued pursuant
to the orders (the "Orders"), dated December
22, 2017, of the Ontario Securities Commission (the "OSC")
and the Financial and Consumer Affairs Authority of Saskatchewan (the "FCAAS" and together with
the OSC the "Securities Regulators"). In the section below entitled
"Background to the Offer", Aurora provides further information in
response to the following disclosure required by the Orders of the
Securities Regulators:
- The circumstances under which, and the means by which, Aurora
became aware that the board of CanniMed Therapeutics Inc.
would be meeting on November 13, 2017
to, among other things, consider for approval an arrangement
agreement entered into between CanniMed Therapeutics Inc. and
Newstrike Resources Limited.
- Other information that was: (i) obtained directly or indirectly
by Aurora from any person who is, or was at the relevant time, in a
special relationship with CanniMed Therapeutics Inc. (by reference
to the definitions in subsection 76(5) of the Securities Act
(Ontario) and clause 85(1)(a) of
the Securities Act (Saskatchewan)); and (ii) material to Aurora in
structuring, determining the timing of, delivering or implementing
the Aurora Offer.
- Other information within Aurora's knowledge that would
reasonably be expected to affect the decision of the security
holders of CanniMed Therapeutics Inc. to accept or reject the offer
made by the Aurora Offer.
- Aurora's proposed offer currently valued at $24.00 per CanniMed share
- Represents a 56.9% premium to CanniMed's closing price prior to
Aurora's takeover proposal announcement
- Lock-Up agreements already in place with CanniMed's 3 largest
shareholders for 38% of CanniMed shares
- CanniMed's intention to acquire Newstrike is highly conditional
and oppressive to CanniMed shareholders in light of Aurora's
proposed offer
VANCOUVER, Jan. 12, 2018 /CNW/ - The information under
the heading "Background to the Offer" has been added as of
January 12, 2018 notwithstanding that
the remainder of this news release is as at November 20, 2017 and discloses no new
information. The information included under the heading
"Background to the Offer" has been derived from the information
provided by Aurora at the hearings to the OSC and the FCAAS which
is publicly available upon request to the OSC, and has been made
available separately by Aurora. Aurora Cannabis Inc. (the
"Company" or "Aurora") (TSX: ACB) announced today that, further to
its press release of November 14,
2017, it intends to make an offer (the "Offer") to purchase
all of the issued and outstanding common shares (the "CanniMed
Shares") of CanniMed Therapeutics Inc. ("CanniMed") (TSX: CMED) for
consideration consisting of common shares of Aurora (the "Aurora
Shares").
The Offer will provide holders of CanniMed Shares with
4.52586207 Aurora Shares for each CanniMed Share, subject to a
maximum of $24.00 per CanniMed Share
(the "Cap Price"). If the market value for 4.52586207 Aurora Shares
is more than the Cap Price (based on the 20-day VWAP of Aurora
Shares on the earlier of the expiry date for the Offer and the date
on which the conditions to the Offer have been satisfied), then
Aurora will adjust the number of Aurora Shares offered as
consideration in the Offer, such that the consideration payable for
each CanniMed Share is equal to the Cap Price.
The Offer Price, which would currently be equivalent to the Cap
Price of $24.00 given Aurora's
closing share price of $5.51 on
November 17, 2017, represents a 56.9%
premium over the closing price of CanniMed Shares on November 14, 2017, the last day prior to the
public disclosure of Aurora's intention to pursue a combination
with CanniMed.
Background to the Offer
As detailed in the notice of change dated January 12, 2018 (available on www.sedar.com),
Aurora provides the following information as required by the
Orders. The information under the heading "Background to the Offer"
is current as of January 12, 2018
notwithstanding that the remainder of the news release is as at
November 20, 2017.
1. The circumstances
under which, and the means by which, Aurora became aware that the
board of CanniMed would be meeting on November 13, 2017 to, among other things,
consider for approval an arrangement agreement entered into between
CanniMed and Newstrike Resources Limited.
Aurora was not aware that CanniMed was considering a transaction
with Newstrike Resources Ltd. ("Newstrike") until CanniMed
announced its discussions with Newstrike on November 15, 2017. However, in the course
of negotiations with Vantage Asset Management ("Vantage"),
Saskworks Venture Fund Inc. ("Saskworks"), Apex Investments
Limited Partnership ("Apex") and Golden Opportunities Fund
Inc. ("Golden") (collectively, the "Locked-Up
Shareholders"), who each entered into lock-up agreements (the
"Lock-Up Agreements"), Aurora did become aware that the
CanniMed Board of Directors was meeting on November 13, 2017 to consider a transaction as
outlined below.
On November 6, 2017, Mark Tredgett, the Managing Partner of Vantage,
contacted Mr. Joseph del Moral, a director of Aurora, to discuss
the state of the cannabis industry and the business and affairs of
Aurora in general. During the course of that conversation, Mr.
Tredgett advised Mr. del Moral that Vantage held approximately
2,000,000 CanniMed Shares, and that Vantage would be prepared to
support an offer from Aurora for the outstanding CanniMed
Shares. Mr. Tredgett also advised Mr. del Moral that Vantage
was aware of other significant CanniMed shareholders that may also
be prepared to support an offer for the outstanding CanniMed
Shares. Mr. Tredgett provided Mr. del Moral with an internal
analysis prepared by Vantage to illustrate the potential benefits
of an acquisition of CanniMed.
On November 8, 2017, management of
Aurora met, via telephone conference, with management of Vantage
and of PFM Capital Inc. ("PFM"), which manages Saskworks and
Apex. At that meeting, Aurora learned that, consistent with
the disclosure of CanniMed in its Q3 2017 MD&A, CanniMed was
seeking to acquire a business in the adult usage cannabis market,
and Vantage and PFM did not agree with that strategy. At this
meeting, pricing was discussed in the context of a friendly
transaction. Aurora proposed a price of $19 per CanniMed share, to be paid in Aurora
shares. No exchange ratio was set.
Following the November 8, 2017
meeting, management of Aurora conducted an assessment of a
potential acquisition of CanniMed and determined that a take-over
of CanniMed by Aurora would be accretive. Over the course of
November 9 through to the 11th,
Aurora negotiated the material terms of the Lock-Up Agreements with
the Locked-Up Shareholders. As part of these
negotiations, Aurora exchanged financial models for the potential
acquisition of CanniMed with the Locked-Up Shareholders, reflective
of their different opinions of the potential value of the proposed
acquisition. After making adjustments for each Locked-Up
Shareholder, the Locked-Up Shareholders and Aurora agreed to enter
into "hard" lock-up agreements, subject to Aurora making a proposal
for CanniMed Shares at $21 per share,
with the exchange ratio being set as of the close of business on
November 10, 2017. The parties
also agreed that each Lock-Up Agreement would include (i) a right
of the Locked-Up Shareholder to terminate its Lock-Up Agreement if
the consideration (based on the exchange ratio of 4.52586207 Aurora
shares per CanniMed share) (the "Offer Consideration")
decreased to less than $18 (subject
to the right of Aurora to increase the Offer Consideration to
$18), and (ii) the right of Aurora to
adjust the exchange ratio if the Offer Consideration exceeded
$24.
In the evening of November 10,
2017 after the Offer Consideration was determined, Aurora
engaged Canaccord Genuity Corp. ("Canaccord") to act as its
financial advisor in connection with the Aurora Offer. At the
time of the engagement, Aurora was unaware that Canaccord had
previously been engaged by Newstrike. Late on November 11, 2017, Canaccord provided to Aurora
an information package in which it compiled publicly available
information on CanniMed. A copy of this information package,
after redaction of confidential information that would be seriously
detrimental to Aurora, has been filed under Aurora's profile
on SEDAR for all shareholders to reveiw.
Aurora formulated its November 13,
2017 Proposal to present to CanniMed based on the terms of
the Lock-Up Agreements in a very tight time frame between November 9 and November 13, 2017.
It was not Aurora's preference to formulate a proposal for a
significant transaction in such a tight time frame. However,
Aurora was informed that the Locked-Up Shareholders were not in
favour of CanniMed's proposed acquisition strategy, and that the
Locked-Up Shareholders, and in particular Vantage, required that a
formal proposal be delivered to CanniMed no later November 13, 2017. In discussions held on
November 12, 2017 with the Locked-Up
Shareholders to finalize the Lock-Up Agreements, representatives
from the Locked-Up Shareholders made it clear that they were
concerned that the Board of CanniMed would be meeting on
November 13 to consider an
acquisition transaction with a recreational cannabis company.
Aurora was not aware of the company being considered, the nature or
size of the acquisition, or the stage of the acquisition. As
a result, the Lock-Up Agreements included a provision that if the
Proposal was not delivered by 12:30 p.m.
(EDT) on November 13, 2017,
each of the Lock-Up Agreements would terminate.
On November 13, 2017, after
execution of the formal Lock-Up Agreements, Aurora delivered the
Proposal to CanniMed.
During the course of the negotiations of the Lock-Up Agreements,
Aurora was aware that:
- Rob Duguid, who was a director
of CanniMed, was also a partner of PFM, an officer of Saskworks,
and an officer of the general partner of Apex. However, Aurora had
no contact with Mr. Duguid before the commencement of its take-over
bid.
- Westcap Mgt. Ltd. ("Westcap") manages the investments of
Golden. Doug Banzet, a director of
CanniMed, was also a director and officer of Westcap and a director
of Golden, and Donald Ching, a
director of CanniMed, was also a director of Golden. Aurora had no
contact with Mr. Banzet before the commencement of its take-over
bid. Mr. Ching provided an acknowledgment of receipt of Aurora's
Proposal on behalf of CanniMed's Board on November 14, 2017. However, other than that
acknowledgment, Aurora had no contact with Mr. Ching before the
commencement of its take-over bid.
Based on CanniMed's public disclosure, Aurora is aware that Mr.
Duguid has subsequently resigned from the CanniMed Board and
Mr. Ching may no longer be a director of Golden. Aurora does not
know when Mr. Ching may have ceased being a director of Golden.
2. Other information that was:
(i) obtained directly or indirectly by Aurora from any person who
is, or was at the relevant time, in a special relationship with
CanniMed (by reference to the definitions in subsection 76(5) of
the Securities Act (Ontario)
and clause 85(1)(a) of the Securities Act (Saskatchewan)); and (ii) material to
Aurora in structuring, determining the timing of, delivering or
implementing the Aurora Offer.
Aurora, after making inquiries, is of the view that it did not
obtain any other information, directly or indirectly, from any
person in a special relationship with CanniMed that was material to
Aurora in structuring, determining the timing of, delivering or
implementing its take-over bid to acquire the shares of CanniMed.
In order to ensure that shareholders have the benefit of the
disclosure made by Aurora in the course of the hearings before the
Securities Regulators on December 20
and 21, 2017, Aurora has filed today the affidavit of Mr. Booth
which was sworn in connection with that hearing under its SEDAR
profile, subject to the redaction of certain information in the
exhibits determined to be confidential.
3. Other information within
Aurora's knowledge that would reasonably be expected to affect the
decision of the security holders of CanniMed to accept or reject
the offer made by the Aurora Offer.
Aurora is not aware of any information, within Aurora's
knowledge, that would reasonably be expected to affect the decision
of the security holders of CanniMed to accept or reject its offer,
other than as has been disclosed in its offer and take-over bid
circular that was filed by Aurora on SEDAR on November 24, 2017 and in the Notice of Change to
be filed concurrently with this amended and restated news
release.
CanniMed Highly Conditional Intention to Acquire Newstrike
Resources
CanniMed's announcement late on November
17, 2017 (the "CanniMed Press Release") of its highly
conditional intention to acquire Newstrike Resources Ltd.
("Newstrike Resources" and "Newstrike Resources Offer") is
extremely troubling in light of the bona fide acquisition proposal
that Aurora presented to CanniMed's Board on November 13, 2017. At no point did CanniMed try
to engage or otherwise entertain discussions with Aurora regarding
the significant offer that had been presented to their Board for
CanniMed shareholders prior to entering into the Newstrike
Resources agreement.
The Newstrike Resources Offer requires CanniMed shareholders to
approve the transaction. Given that 38% of CanniMed shareholders
have contractually agreed to support the Aurora Offer and to vote
against any proposed action by the CanniMed Board, the Newstrike
Resources Offer is a highly conditional proposition with
significant uncertainty.
In entering into the highly conditional agreement, CanniMed has
agreed to pay a $9.5 million
termination fee to Newstrike Resources should a superior proposal,
such as the Aurora Offer, emerge. The termination fee, if paid,
represents approximately $0.41 cash
per share loss to CanniMed shareholders.
The assertion in the CanniMed Press Release that the terms of
the Aurora offer "are unknown" is dubious, given that the detailed
terms available to CanniMed shareholders were outlined in the
proposal delivered by Aurora on November 13,
2017 to the CanniMed Board.
In light of these considerations, it is clear the Newstrike
Resources Offer should be considered oppressive to CanniMed
shareholders and to Aurora's Offer, which delivers significantly
higher financial and strategic value to CanniMed shareholders.
Aurora is reviewing its options with respect to CanniMed's
Newstrike Resources Offer and will comment further in due
course.
Compelling Strategic Rationale for the Aurora-CanniMed
Combination
Aurora believes that the combination of the two companies is
extremely compelling, in the best interest of all shareholders, and
will accelerate growth and shareholder value creation for the
combined entity, further extending the Company's leadership
position within the global cannabis sector.
Among other things, the combined entity will have:
- Over 40,000 patients - a combined total of over 40,000
active registered cannabis patients in Canada;
- 5 state-of-the-art facilities - significant cultivation
capacity with five state-of-the-art facilities;
- 130,000 kg funded capacity - funded capacity of over
130,000 kilograms of annual production, with significant
additional capacity planned and funded;
- Expanded international presence - a strengthened
international presence with operations and agreements across
North America, the European Union,
Australia, South Africa, and the Cayman Islands;
- Increased export capacity - multiple EU GMP-compliant
production facilities and significantly increased export
capacity;
- Increased oil production – high throughput oil
production through Aurora's strategic extraction partner Radient
Technologies Inc. to satisfy growing international demand;
- Broader product portfolio – expanded existing and new,
near-term product offerings, delivery mechanisms, and devices;
- Strategic product synergies – complementary product
offerings which will enable faster market penetration in new
sectors for both companies;
- Improved yields - enhanced production yields and product
quality through cross-application of proprietary technologies and
intellectual property from each of Aurora and CanniMed;
- CanvasRx – immediate ability to address demand growth
constraints at CanniMed through CanvasRx's industry leading
physician education and patient counselling services;
- Accelerated growth through innovation - enabling
CanniMed to leverage Aurora's sector leadership in execution,
technology integration and innovation to accelerate development and
growth potential;
- Genetics – expansion of both companies' portfolio of
genetics;
- eCommerce - enabling CanniMed to leverage Aurora's
unparalleled e-commerce platform, including the only mobile app in
Canada that enables customer
purchases;
- Same day delivery - expanding Aurora's same-day delivery
service into additional areas across Canada; and
- Strong cash position and balance sheet fueling rapid
growth – Aurora`s sector-leading cash position and balance
sheet will enable faster roll-out of initiatives for CanniMed to
accelerate growth.
Reasons for CanniMed Shareholders to Support the
Aurora-CanniMed Combination
- Significant Premium to Market Price. The Offer, based on
Aurora's closing share price of $5.51
on November 17, 2017, will result in
CanniMed shareholders receiving the Cap Price of $24.00, which represents a 56.9% premium over the
closing price of CanniMed Shares on November
14, 2017, the last day prior to the public disclosure of
Aurora's intention to pursue a combination with CanniMed.
- High Likelihood of Completion. Aurora believes that
there is a high likelihood that more than 66 2/3% of the
outstanding shares will be tendered to the Offer, and therefore the
Offer will be successful, given that the Offer is already supported
by 38% of CanniMed shareholders (the "Locked-Up
Shareholders").
- Support of Major Shareholders. 38% of CanniMed
shareholders have already agreed to tender their shares in favour
of the Offer and are precluded from tendering any of their common
shares in favour of any other competing acquisition proposal
relating to CanniMed. The Locked-Up Shareholders include CanniMed's
three largest shareholders.
- Continued Participation with an Industry Leader. Aurora
has rapidly become a globally dominant cannabis company with a
proven track record of exceptional shareholder value creation, with
its rapid expansion driven by its agility, innovation and
unparalleled execution. The Offer provides CanniMed shareholders
the opportunity to continue to participate in the compelling
industry growth alongside the established and successful track
record of Aurora.
- Increased Scale, Capital Markets Presence and Access to
Capital. The pro forma combined company would have a market
capitalization of approximately $3
billion, in addition to significantly enhanced liquidity
relative to CanniMed, providing greater access to capital. Aurora
has cash of more than $340 million
upon closing of its two current capital initiatives, relative to
only $54 million for CanniMed.
Aurora's capital position provides very significant firepower to
continue pursuing its aggressive global expansion and
differentiation strategy.
- Potential for Downward Share Price Impact if Offer is Not
Accepted. The Offer represents a significant premium to the
market price of CanniMed shares prior to the public announcement of
Aurora's interest to acquire CanniMed. Given the the agreements
with the Locked-Up Shareholders, CanniMed will be unable to proceed
with an alternative competing transaction to the Offer. If the
Offer is not successful and no competing transaction is made,
Aurora believes it is likely the trading price of CanniMed shares
will decline to pre-Offer levels.
Proposed Offer Particulars
Provided Aurora does not uncover or otherwise identify
information suggesting that the business, affairs, prospects or
assets of CanniMed have been materially impaired, Aurora intends to
commence the bid during the week of November
20, 2017 and thereafter mail a takeover bid circular to the
registered holders of CanniMed Shares (in the time required under
applicable Canadian securities laws). Aurora expects that the
Offer, when made, will be remain open for acceptance for at least
105 calendar days from the date of the commencement of the
Offer.
Aurora anticipates that the Offer will be subject to a number of
customary conditions, including: (i) there being deposited under
the Offer, and not withdrawn, at least 66⅔% of the outstanding
CanniMed Shares (calculated on a fully diluted basis), excluding
any CanniMed Shares held by Aurora; (ii) receipt of all
governmental, regulatory and third party approvals that Aurora
considers necessary or desirable in connection with the Offer;
(iii) no material adverse change having occurred in the business,
affairs, prospects or assets of CanniMed; and (iv) the minimum
tender and other conditions set out in National Instrument 62-104
Take-Over Bids and Issuer Bids. In addition, Aurora may
require the approval of its shareholders to issue the Aurora Shares
to be distributed by it in connection with the Offer. If required,
Aurora expects that it may call a meeting of its shareholders to
consider a resolution to approve the issuance of Aurora Shares in
connection with the Offer in early 2018 if required by the policies
of the Toronto Stock Exchange.
Intention to Make an Offer
CanniMed shareholders should note that Aurora has not yet
commenced the Offer and should carefully review the cautionary
statements set out below in this News Release respecting the status
of the Offer and the factors that may cause Aurora not to make the
Offer.
Aurora may determine not to make the Offer if: (i) it identifies
material adverse information concerning the business, affairs,
prospects or assets of CanniMed not previously disclosed by
CanniMed; (ii) CanniMed implements or attempts to implement
defensive tactics (such as a shareholder rights plan, grant of an
option (or similar right) to purchase material assets, material
acquisitions, issuances of shares (including, a private placement),
or increased indebtedness (including, incurrence of significant new
liabilities) in relation to the Offer); (iii) CanniMed completes or
undertakes to complete any significant transactions, including the
proposed, but not yet completed, acquisition of Newstrike Resources
Ltd.; or (iv) CanniMed determines to engage with Aurora to
negotiate the terms of a combination transaction and Aurora and
CanniMed determine to undertake that transaction utilizing a
structure other than a takeover bid (a plan of arrangement, for
example). Accordingly, there can be no assurance that the Offer
will be made or that the final terms of the Offer will be as set
out in this News Release.
If Aurora proceeds with the Offer, full details of the Offer
will be included in the formal offer and take-over bid circular to
be filed with securities regulatory authorities and mailed to
shareholders.
This News Release does not constitute an offer to buy or an
invitation to sell, or the solicitation of an offer to buy or
invitation to sell, any of the securities of Aurora or CanniMed.
Such an offer may only be made pursuant to an offer and take-over
bid circular filed with the securities regulatory authorities in
Canada.
Advisors
Aurora has retained Canaccord Genuity Corp. as its financial
advisor in connection with the Offer. McMillan LLP is acting as the
legal advisor to Aurora for the Offer. Laurel Hill Advisory Group
has also been retained by Aurora as its information agent in
connection with the Offer. Shareholders with questions
regarding Aurora's Offer can contact Laurel
Hill at 1-877-452-7184 (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.
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 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 the proposed terms of the
business combination of Aurora with CanniMed (the "Combination"),
the timing or potential for discussions regarding the Combination,
the expected benefits of the Combination, and the anticipated
market capitalization of the combined entity. 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 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. 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.
In particular, this News Release contains forward-looking
information concerning:
(i)
|
the Offer, various
terms of the Offer and the anticipated timing of commencement 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
|
|
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(iii)
|
expectations with
respect to business and geographical diversification of the
combined entity.
|
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.
Cautionary Statement Respecting CanniMed Information
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. CanniMed has
not reviewed this News Release and has not confirmed the accuracy
and completeness of the CanniMed information contained herein.
Neither Aurora, nor any of the officers or directors of Aurora,
assumes any responsibility for the accuracy or completeness of such
CanniMed information or any failure by CanniMed to disclose events
or facts that may have occurred, or which may affect the
significance or accuracy of any such CanniMed information, but
which are unknown to Aurora. Aurora has no means of verifying the
accuracy or completeness of any of the CanniMed information
contained in this News Release or whether there has been a failure
by CanniMed to disclose events or facts that may have occurred or
may affect the significance or accuracy of any such
information.
Notice to U.S. Holders
The Offer will be made for the securities of a company formed
outside of the United States. The
Offer will be subject to disclosure requirements of Canada that are different from those of the
United States. Financial statements included in the
documents, if any, will be prepared in accordance with Canadian
accounting standards and may not be comparable to the financial
statements of United States
companies.
It may be difficult for a securityholder in the United States to enforce his/her/its
rights and any claim a securityholder may have arising under the
U.S. federal securities laws, since the issuer is located in
Canada, and some or all of its
officers or directors may be residents of Canada or another country outside of
the United States. A
securityholder may not be able to sue a Canadian company or its
officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S.
securities laws. It may be difficult to compel a Canadian company
and its affiliates to subject themselves to a U.S. court's
judgment.
Securityholders should be aware that the issuer may purchase
securities otherwise than under the Offer, such as in open market
or privately negotiated purchases.
Cautionary Statement Respecting Status of the Offer
AURORA HAS NOT YET COMMENCED THE OFFER NOTED ABOVE IN THIS NEWS
RELEASE. UPON COMMENCEMENT OF THE OFFER, AURORA WILL FILE A
TAKEOVER BID CIRCULAR WITH VARIOUS SECURITIES COMMISSIONS IN
CANADA. THE TAKEOVER BID CIRCULAR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE
READ IN ITS ENTIRETY BY CANNIMED SHAREHOLDERS AND OTHERS TO WHOM
THE OFFER IS ADDRESSED. AFTER THE OFFER IS COMMENCED, CANNIMED
SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A
COPY OF THE OFFER TO PURCHASE, TAKEOVER BID CIRCULAR AND VARIOUS
ASSOCIATED DOCUMENTS WHEN THEY BECOME AVAILABLE ON THE SYSTEM FOR
ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT
WWW.SEDAR.COM. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO
PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE
OF OR ISSUE, OR ANY OTHER SOLICITATION OF ANY OFFER TO SELL,
OTHERWISE DISPOSE OF, ISSUE, PURCHASE, OTHERWISE ACQUIRE OR
SUBSCRIBE FOR ANY SECURITY. THE OFFER WILL NOT BE MADE IN, NOR WILL
DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE
IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, AURORA
MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY
TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.
SOURCE Aurora Cannabis Inc.