Milestone towards Completing Transaction
to Establish Leadership in South American Market
EDMONTON and VANCOUVER, Nov. 1, 2018 /CNW/ - Aurora Cannabis
Inc. (Aurora) (NYSE: ACB) (TSX: ACB) (Frankfurt: 21P; WKN: A1C4WM) and ICC Labs Inc.
(ICC) (TSX-V: ICC) are pleased to
announce that Aurora has received, from its consortium of lenders
led by Bank of Montreal
(collectively, the Lenders), consent and approval as
required under its credit agreement with the Lenders to the
previously announced plan of arrangement (the Arrangement)
between ICC and Aurora. Subject to the terms and conditions of the
arrangement agreement dated September 8,
2018 (the Arrangement Agreement), Aurora will acquire
all of the issued and outstanding common shares (ICC Shares)
of ICC. Obtaining such consent and approval is one of the
conditions to completing the Arrangement.
Strategic Rationale
The Arrangement, once approved, will create a strong
foundation for expansion, and will leverage ICC's first-mover
advantage in South America,
bringing significant low-cost production capacity, a
well-diversified product portfolio, and extensive distribution
channels throughout South America
and internationally.
Led by CEO Alejandro
Antalich, a widely-recognized leader in the South American
cannabis market with over 25 years of experience in the
pharmaceutical sector, the acquisition of ICC will establish Aurora
as the industry leader in South
America, a continent with over 420 million people. ICC
is based in Uruguay, the first
country in the world to legalize cannabis for adult consumer
use. In addition, ICC holds licenses in Colombia for the production of medical
cannabis.
Special Meeting of ICC Shareholders
A special meeting (the Meeting) of holders of ICC
Shares (ICC Shareholders) will be held on Tuesday November 6, 2018 at 9:00 a.m. (Toronto time) at Norton Rose Fulbright Canada
LLP, located at Royal Bank Plaza, South Tower, Suite 3800, 200 Bay
Street, Toronto. At the Meeting,
ICC Shareholders will be asked to consider and vote on a special
resolution (the Arrangement Resolution) approving the
Arrangement.
Full details of the Arrangement and certain other matters
are set out in the management information circular of ICC dated
October 3, 2018 (as updated by the
news release of ICC dated October 15,
2018) (the Circular). A copy of the Circular and
other meeting materials can be found under ICC's profile on SEDAR
at www.sedar.com.
ICC Board Recommendation
ICC's board of directors has unanimously approved the
Arrangement and recommends that ICC Shareholders vote FOR the
Arrangement Resolution.
Timing and Conditions
Assuming approval of the Arrangement at the Meeting, ICC
will, on or about November 8, 2018,
return to the Supreme Court of British
Columbia to seek a final order to implement the Arrangement.
The closing of the Arrangement remains subject to receipt of
certain other approvals (including certain Uruguayan regulatory
approvals) and the satisfaction or waiver of certain other
customary closing conditions. Approval by shareholders of Aurora is
not required. Assuming all conditions are satisfied, ICC and Aurora
expect that the closing of the Arrangement will be completed in the
fourth quarter of 2018.
Proxy Solicitation
ICC has retained Laurel Hill Advisory Group to solicit
proxies, on behalf of management, to vote FOR the
Arrangement Resolution. If you have any questions relating to your
vote, please contact Laurel Hill by
telephone toll free at 1-877-452-7184 (1-416-304-0211 by collect
call) or by email at assistance@laurelhill.com.
About Aurora
Headquartered in Edmonton,
Alberta, Canada with funded capacity in excess of 500,000 kg
per annum and sales and operations in 19 countries across five
continents, Aurora is one of the world's largest and leading
cannabis companies. Aurora is vertically integrated and
horizontally diversified across every key segment of the value
chain, from facility engineering and design to cannabis breeding
and genetics research, cannabis and hemp production, derivatives,
high value-add product development, home cultivation, wholesale and
retail distribution.
Highly differentiated from its peers, Aurora has
established a uniquely advanced, consistent and efficient
production strategy, based on purpose-built facilities that
integrate leading-edge technologies across all processes, defined
by extensive automation and customization, resulting in the massive
scale production of high quality product at low cost. Intended to
be replicable and scalable globally, our production facilities are
designed to produce cannabis of significant scale, with high
quality, industry-leading yields, and low per gram production
costs. Each of Aurora's facilities is built to meet EU
GMP standards, and its first production facility, the recently
acquired MedReleaf Markham facility, and its wholly owned European
medical cannabis distributor Aurora Deutschland, have achieved this
level of certification.
In addition to Aurora's rapid organic growth and strong
execution on strategic M&A, which to date includes 15 wholly
owned subsidiary companies – MedReleaf, CanvasRX, Peloton
Pharmaceutical, Aurora Deutschland, H2 Biopharma, Urban Cultivator,
BC Northern Lights, Larssen Greenhouses, CanniMed Therapeutics,
Anandia Labs, HotHouse Consulting, MED Colombia, Agropro, Borela,
and the pending acquisition of ICC – Aurora is distinguished by its
reputation as a partner and employer of choice in the global
cannabis sector, having invested in and established strategic
partnerships with a range of leading innovators, including: Radient
Technologies Inc. (TSXV: RTI), Hempco Food and Fiber Inc. (TSXV:
HEMP), Cann Group Ltd. (ASX: CAN), Micron Waste Technologies Inc.
(CSE: MWM), Choom Holdings Inc. (CSE: CHOO), Capcium Inc.
(private), Evio Beauty Group (private), Wagner Dimas (private), CTT
Pharmaceuticals (OTCC: CTTH), and Alcanna Inc. (TSX:
CLIQ).
Aurora's Common Shares trade on the TSX and NYSE under the
symbol "ACB", and are a constituent of the S&P/TSX Composite
Index.
For more information about Aurora, please
visit our investor website,
investor.auroramj.com
About ICC
ICC is a fully licensed producer and distributor of
medicinal cannabinoid extracts, recreational cannabis and
industrial hemp products in Uruguay as well as a fully licensed producer
of medicinal cannabis in Colombia.
ICC has active operations in Uruguay, and is focused on becoming the
worldwide leading producer of cannabinoid extracts, giving support
and promoting responsible use for medicinal purposes, backed by
scientific research and innovation, while following strict
compliance with standards for quality and safety.
Neither the TSX, TSX-V nor their Regulation Services
Provider (as that term is defined in the policies of the TSX and
TSX-V) accepts responsibility for the adequacy or accuracy of this
release.
Terry Booth,
CEO
Alejandro Antalich, CEO
Aurora Cannabis Inc.
ICC Labs Inc.
Caution Concerning Forward-Looking
Statements
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. Forward-looking statements in this news
release include, but are not limited to statements with respect to:
the anticipated timing of the Meeting and the closing of the
Arrangement; the satisfaction of closing conditions including
required ICC Shareholder approval; necessary court approvals; the
requisite Uruguayan regulatory approvals being obtained; certain
other customary closing conditions; and the expected benefits of
the Arrangement.
Implicit in the forward-looking statements referred to
above are assumptions regarding, among other things: the ability of
the parties to receive, in a timely manner and on satisfactory
terms, the necessary ICC Shareholder approval and regulatory,
court, stock exchange and other third party approvals; the ability
of the parties to satisfy, in a timely manner, the conditions to
the closing of the Arrangement; and other expectations and
assumptions concerning the Arrangement. The anticipated timing
provided herein in connection with the Arrangement may change for a
number of reasons, including the inability to secure necessary ICC
Shareholder approval and regulatory, court, stock exchange or other
third party approvals in the time assumed or the need for
additional time to satisfy the other conditions necessary to
complete the Arrangement. ICC Shareholders are urged to carefully
read the Circular (as updated by the news release of ICC dated
October 15, 2018) in its
entirety.
Forward-looking statements are based on the opinions and
estimates of management of ICC and Aurora 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 statement, whether expressed or implied, including,
without limitation: the potential risk that the Arrangement
Resolution will not be approved by ICC Shareholders or that the
Arrangement Agreement could be terminated in certain circumstances;
failure to, in a timely manner, or at all, obtain the required
regulatory, court, stock exchange or other third party approvals
for the Arrangement or any ancillary transaction; failure of the
parties to otherwise satisfy the conditions to complete the
Arrangement; the possibility that ICC's board of directors could
receive an acquisition proposal and approve a superior proposal;
significant transaction costs or unknown liabilities; the risk of
litigation or adverse actions or awards that would prevent or
hinder the completion of the Arrangement; failure to realize the
expected benefits of the Arrangement; compliance with all
applicable laws and other customary risks associated with
transactions of this nature; and general economic conditions. If
the Arrangement is not completed, and ICC continues as an
independent entity, there are serious risks that the announcement
of the Arrangement and the dedication of substantial resources of
ICC to the completion of the Arrangement could have an adverse
impact on ICC's business and strategic relationships, operating
results and business generally. If the Arrangement is completed,
ICC Shareholders will forego any potential future increase in ICC's
value as an independent public company. ICC's failure to comply
with the terms of the Arrangement Agreement may, in certain
circumstances, also result in ICC being required to pay a
termination fee or expense reimbursement to Aurora, the result of
which could have a material adverse effect on ICC's financial
position, operating results and ability to fund growth prospects.
Readers are cautioned that the foregoing list is not exhaustive.
Forward-looking statements should be considered carefully and undue
reliance should not be placed on them.
Management of Aurora and ICC provide forward-looking
statements because they believe they provide useful information to
readers when considering their investment objectives and cautions
readers that the information may not be appropriate for other
purposes. Consequently, all of the forward-looking statements made
in this news release are qualified by these cautionary statements
and other cautionary statements or factors contained herein, and
there can be no assurance that the actual results or developments
will be realized or, even if substantially realized, that they will
have the expected consequences to, or effects on, ICC and Aurora.
In particular, there can be no assurance that the Arrangement will
be completed. Readers are further cautioned not to place undue
reliance on forward-looking statements as there can be no assurance
that the plans, intentions or expectations upon which they are
placed will occur. Such information, although considered reasonable
by management of Aurora and ICC at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated.
These forward-looking statements are made as of the date
of this news release and each of ICC and Aurora assume no
obligation to update or revise them to reflect subsequent
information, events or circumstances or otherwise, except as
expressly required by applicable law.
SOURCE Aurora Cannabis Inc.