/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
LEAMINGTON and TORONTO, ON, March 23,
2018 /CNW/ - Aphria Inc. ("Aphria") (TSX:APH and
US OTC: APHQF) and Nuuvera Inc. ("Nuuvera") (TSXV:NUU) are
pleased to announce that they have completed the previously
announced arrangement (the "Arrangement") under the
provisions of the Business Corporations Act (Ontario), pursuant to which, among other
things, Aphria has acquired all of the common shares of Nuuvera
(the "Nuuvera Shares") not already owned by it.
Under the terms of the Arrangement, each former Nuuvera
shareholder is now entitled to receive $0.62 in cash, rather than $0.60, as previously announced, plus 0.3546 of a
common share of Aphria, for each Nuuvera Share held prior to the
Arrangement (the "Consideration"). The increase in the cash
consideration is a result of Nuuvera's cash on hand exceeding the
Restricted Cash Amount (as defined in the Arrangement Agreement
Amending Agreement dated February 19,
2018).
It is anticipated that the Nuuvera Shares will be delisted from
the TSX Venture Exchange as of the close of trading on or about
March 26, 2018 and Nuuvera intends to
submit an application to the applicable securities regulators to
cease to be a reporting issuer and to terminate its public
reporting obligations.
Pursuant to the letter of transmittal mailed to Nuuvera
shareholders as part of the material in connection with the special
meeting of Nuuvera shareholders held on March 20, 2018 (the "Meeting"), in order
to receive the Consideration to which they are entitled, registered
holders of Nuuvera Shares will be required to deposit their share
certificate(s) representing Nuuvera Shares, together with the duly
completed letter of transmittal, with TSX Trust Company, the
depositary under the Arrangement. Shareholders whose Nuuvera Shares
are registered in the name of a broker, dealer, bank, trust company
or other nominee should contact their nominee with questions
regarding the receipt of the Consideration.
Further information about the Arrangement is set forth in the
materials prepared by Nuuvera in respect of the Meeting which were
mailed to Nuuvera shareholders and filed under Nuuvera's profile on
the System for Electronic Document Analysis and Retrieval (SEDAR)
at www.sedar.com.
About Aphria
Aphria, one of Canada's
lowest-cost medical cannabis producers, produces, supplies and
sells medical cannabis. Located in Leamington, Ontario, the greenhouse capital of
Canada, Aphria is truly powered by
sunlight, allowing for the most natural growing conditions
available. Aphria is committed to providing pharma-grade medical
cannabis, superior patient care while balancing patient economics
and returns to shareholders.
For more information about Aphria, please visit
www.aphria.ca
About Nuuvera
Nuuvera is a global cannabis company founded on Canadian
principles, and built with the whole world in mind. Nuuvera is
currently working with partners in Germany, Israel and Italy, and is exploring opportunities in
several other countries, to develop commercial production and
global distribution of medical grade cannabis in legalized markets.
Through its subsidiaries, ARA – Avanti and Avalon Pharmaceutical
Inc., Nuuvera holds a Dealer License (GMP) under the Narcotic
Control Regulations and Office of Controlled Substances. Nuuvera is
currently in the final stages of the Health Canada review process
to become a Licensed Producer of medical marijuana under the ACMPR,
and has recently received its "letter to build" approval.
For more information about Nuuvera, please visit:
www.nuuvera.com
Notice regarding forward-looking information:
This news release includes statements containing forward-looking
information regarding Aphria and Nuuvera and their respective
businesses. Often, but not always, forward-looking information can
be identified by the use of words such as "plans", "is expected",
"expects", "scheduled", "intends", "contemplates", "anticipates",
"believes", "proposes" or variations (including negative
variations) of such words and phrases, or state that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved, and include statements in
this press release concerning the expected timing by which Nuuvera
will be de-listed from the TSX Venture Exchange and the intention
to apply to have Nuuvera cease being a reporting issuer and
terminate its public reporting obligations. Such statements are
based on the current expectations of the management of Aphria and
Nuuvera. Such forward-looking events and circumstances may
not occur when anticipated or at all and could differ materially as
a result of known and unknown risk factors and uncertainties
affecting Aphria or Nuuvera, including risks regarding the cannabis
industry, economic factors, the equity markets generally, risks
associated with growth and competition and those risk factors
referred to in the management information circular of Nuuvera
prepared in connection with the Meeting. Although Aphria and
Nuuvera have attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in this news release, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended. Forward-looking information
cannot be guaranteed. Except as required by applicable securities
laws, statements in this news release containing forward-looking
information speak only as of the date on which they are made and
Aphria and Nuuvera undertake no obligation to publicly update or
revise any forward-looking information, whether as a result of new
information, future events, or otherwise, except as required by
applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. The TSX Venture Exchange has in no way
passed upon the merits of the transaction and has neither approved
nor disapproved the content of this press release.
SOURCE Aphria Inc.