TORONTO, Feb. 18, 2021 /PRNewswire/ - Canopy Rivers Inc.
("Rivers" or the "Company") today announced that the
Ontario Superior Court of Justice (Commercial List) has approved
the previously announced plan of arrangement (the
"Arrangement") involving Canopy Growth Corporation
("Canopy Growth") (TSX: WEED) (NASDAQ: CGC), pursuant to
which Rivers will transfer three portfolio assets to Canopy Growth
in exchange for approximately $115
million in cash, approximately 3.65 million common shares of
Canopy Growth, and the cancellation of all multiple voting shares
and subordinate voting shares of Rivers held by Canopy Growth.
Completion of the Arrangement remains subject to the
satisfaction or waiver of certain customary closing conditions for
a transaction of this nature. Assuming the satisfaction or waiver
of these closing conditions, the Arrangement is expected to be
completed on or about February 23,
2021. Further information about the Arrangement can be found
in the Company's management information circular in connection with
the Arrangement, filed with the Canadian securities regulators and
available on the Company's SEDAR profile and
www.canopyrivers.com/investors.
About Canopy Rivers Inc.
Canopy Rivers is an investment and acquisition company
specializing in cannabis with a portfolio of 17 companies across
various segments of the cannabis value chain. We believe that
bringing together people, capital, and ideas raises the potential
of the entire cannabis industry. By leveraging our industry
insights, in-house expertise, and thesis-driven approach to
investing, we aim to provide shareholders with exposure to
specialized and disruptive cannabis companies.
As part of the Arrangement, the Company will also change its
corporate name to "RIV Capital Inc." The Company expects that
further updates will be communicated under its new corporate name
following the closing of the Arrangement.
Forward-Looking Statements
This news release contains statements which constitute
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the plans,
intentions, beliefs and current expectations of the Company with
respect to future business activities and operating performance.
Forward-looking information is often identified by the words "may",
"would", "could", "should", "will", "intend", "plan", "anticipate",
"believe", "estimate", "expect" or similar expressions and includes
information regarding the Company's expectation with respect to the
timing of closing of the Arrangement; and the Company's
expectations for other economic, business, and/or competitive
factors.
Investors are cautioned that forward-looking information is
not based on historical fact but instead reflects management's
expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made. Although the Company believes that the expectations reflected
in such forward-looking information are reasonable, such
information involves risks and uncertainties, and undue reliance
should not be placed on such information, as unknown or
unpredictable factors could have material adverse effects on future
results, performance or achievements of the Company. Our actual
financial position and results of operations may differ materially
from management's current expectations.
Among the key factors that could cause actual results to
differ materially from those projected in the forward-looking
information are the following: the possibility that the Arrangement
will not be completed on the terms and conditions, or on the
timing, currently contemplated, and that it may not be completed at
all, due to a failure to obtain or satisfy, in a timely manner or
otherwise, the approvals and other conditions of closing necessary
to complete the Arrangement, or for other reasons; the occurrence
of any event, change or other circumstances that could give rise to
the termination of the Arrangement; the potential for the company's
board of directors and shareholders to be prosecuted for aiding and
abetting violations of U.S. federal law; enhanced scrutiny of the
Company's investments and operations if the Company invests in or
operates U.S. cannabis businesses; the effect of operating or
investing in the U.S. on the Company's existing contractual
arrangements and business relationships; the risks associated with
U.S. banking and anti-money laundering laws and regulations; the
classification of the Company's income as proceeds of crime and the
ability of the Company to declare or pay dividends or effect other
distributions or the repatriation of funds back to Canada; risks associated with the termination,
renegotiation and enforcement of material contracts; credit,
liquidity and additional financing risks for the Company and its
investees; litigation risks; stock market volatility; regulatory
and licensing risks; cannabis pricing risks; changes in cannabis
industry growth and trends; changes in the business activities,
focus and plans of the Company and its investees and the timing
associated therewith; the Company's actual financial results and
ability to manage its cash resources; changes in general economic,
business and political conditions, including challenging global
financial conditions and the impact of the novel coronavirus
pandemic; competition risks; potential conflicts of interest; the
regulatory landscape and enforcement related to cannabis, including
political risks and risks relating to regulatory change; changes in
the Company's relationship with its investees; changes in
applicable laws; compliance with extensive government regulation,
including the Company's interpretation of such regulation; changes
in the global sentiment towards, and public opinion of, the
cannabis industry; reliance on material contracts; risk of default
by investees; divestiture risks; and the risk factors set out in
the Company's annual information form for the year ended
March 31, 2020 and the Company's
management information circular in connection with the Arrangement,
filed with the Canadian securities regulators and available on the
Company's profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results may vary materially
from those described herein as intended, planned, anticipated,
believed, estimated or expected. Although the Company has attempted
to identify important risks, uncertainties and factors that could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended. The
Company does not intend, and does not assume any obligation, to
update this forward-looking information except as otherwise
required by applicable law.
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SOURCE Canopy Rivers Inc.