ICC Labs Inc. (the
Company or
ICC) (TSX-V: ICC) is pleased to announce that, at
the special meeting of shareholders of ICC (
ICC
Shareholders) held today (the
Meeting),
ICC Shareholders overwhelmingly voted in favour of a special
resolution (the
Arrangement Resolution) to approve
the previously announced plan of arrangement (the
Arrangement) between ICC and Aurora Cannabis Inc.
(
Aurora) (TSX: ACB, NYSE: ACB). Subject to the
terms and conditions of an arrangement agreement (the
Arrangement Agreement) between ICC and Aurora
dated September 8, 2018, Aurora will acquire all of the issued and
outstanding common shares of ICC (
ICC Shares).
Obtaining approval from ICC Shareholders is one of the conditions
to completing the Arrangement.
The Arrangement Resolution required approval by
at least two-thirds of the votes cast by ICC Shareholders present
in person or represented by proxy at the Meeting. The Arrangement
Resolution was approved by approximately 98.74% of the votes cast
by all of the ICC Shareholders eligible to vote at the Meeting.
It is expected that ICC will apply for a final
order of the Supreme Court of British Columbia on November 8, 2018.
Completion of the Arrangement remains subject to other customary
closing conditions, including the aforementioned court order and
the receipt of certain Uruguayan regulatory approvals. Assuming
that the conditions to closing are satisfied or waived, it is
expected that the Arrangement will be completed in the fourth
quarter of 2018. Further information about the Arrangement is set
forth in the materials prepared by ICC in respect of the Meeting
which were mailed to shareholders of ICC and filed under ICC’s
profile on SEDAR at www.sedar.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. The Company 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.
For further information, please contact:
Alejandro Antalich, Chief Executive Officer of ICC Telephone:
598-2900-0000 ext. 404 Email: ir@icclabs.com
Neither the TSX-V nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this
release.
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 closing of the Arrangement; the satisfaction of closing
conditions; the requisite court and Uruguayan regulatory approvals
being obtained; and certain other customary closing conditions.
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 regulatory, court, 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 regulatory, court, 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.
Forward-looking statements are based on the
opinions and estimates of management of the Company 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 express or implied, including,
without limitation, the potential risk that the Arrangement
Agreement could be terminated in certain circumstances; failure to,
in a timely manner, or at all, obtain the required regulatory,
court, 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; 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; 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 the Company continues as an independent entity, there are
serious risks that the announcement of the Arrangement and the
dedication of substantial resources of the Company to the
completion of the Arrangement could have an adverse impact on the
Company’s business and strategic relationships, operating results
and business generally. If the Arrangement is completed, ICC
Shareholders will forego any potential future increase in the
Company’s value as an independent public company. The Company may,
in certain circumstances, also be required to pay a termination fee
to Aurora, the result of which could have a material adverse effect
on the Company’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 provides forward-looking statements
because it believes 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, the Company. 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 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 the Company assumes no obligation
to update or revise them to reflect subsequent information, events
or circumstances or otherwise, except as expressly required by
applicable law.
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