Initial Deposit Period Reduced
TSX:ACB TSX:CMED
EDMONTON and SASKATOON, Feb. 6, 2018 /CNW/ - Aurora
Cannabis Inc. ("Aurora") (TSX: ACB) (OTCQB: ACBFF)
(Frankfurt: 21P; WKN: A1C4WM) and
CanniMed Therapeutics Inc. ("CanniMed") (TSX: CMED) today
announced the filing of Aurora's Notice of Variation and CanniMed's
Notice of Change to Directors' Circular (collectively the "Offer
Documents") in connection with Aurora's improved offer to
acquire all of the outstanding common shares of CanniMed
("CanniMed Shares") not already owned by Aurora or its
affiliates, described under "Aurora's Notice of Variation" below
(the "Improved Offer"). As previously announced by the
parties on January 24, 2018,
CanniMed's board of directors (the "CanniMed Board") is
unanimously recommending that CanniMed's shareholders accept the
Improved Offer.
Aurora's Notice of Variation
Pursuant to the terms of the Notice of Variation, Aurora has
increased the consideration offered per CanniMed Share, at the
election of each CanniMed shareholder, to: (a) 3.40 common shares
("Aurora Shares") of Aurora (the "Share
Alternative"); (b) $43.00 in cash
(subject to proration); (the "Cash Alternative"); or (c) any
combination thereof (subject to proration of the cash portion),
(the "Share and Cash Alternative").
The maximum amount of cash available under the Improved Offer is
$140 million (the "Maximum Cash
Consideration"), and the number of Aurora Shares to be issued
will be between approximately 72 million (assuming full cash
elections) and 84 million (assuming full share elections and no
cash elections). CanniMed Shareholders should note that any cash
elected to be received is valued (for purposes of determining the
number of Aurora Shares to be received in addition to such cash)
based on an implied Aurora Share
price of $12.65, which may be more or
less than the value of the share consideration at the time that the
CanniMed Shares are taken-up under the Offer. CanniMed Shareholders
are advised to consider recent market price quotations for Aurora
Shares and to carefully review the Offer Documents before deciding
whether to tender to the Improved Offer and before making their
consideration elections.
The cash consideration of the Cash Alternative and the Share and
Cash Alternative will be prorated, to ensure that the Maximum Cash
Consideration payable is not exceeded. Assuming that all CanniMed
Shareholders elect the Cash Alternative, each CanniMed Shareholder
would receive $5.70 in cash and
2.9493 Aurora Shares for each CanniMed Share. The full details of
the proration mechanisms are provided in Aurora's Notice of
Variation.
The Improved Offer is open until 11:59 PM
(Pacific Time) on March 9,
2018, subject to acceleration, extension or withdrawal by
Aurora.
CanniMed Notice of Change to Directors' Circular
The CanniMed Board has filed a Notice of Change to Directors'
Circular in connection with the Improved Offer. The CanniMed Board
is unanimously recommending that CanniMed Shareholders accept the
Improved Offer and tender their CanniMed Shares to the Improved
Offer.
This decision follows a unanimous determination, made by the
CanniMed Board and the special committee to the CanniMed Board (the
"Special Committee") that, after consultation with their
financial and legal advisors, the consideration under the Improved
Offer is fair, from a financial point of view, to CanniMed
Shareholders (other than Aurora and its affiliates) and that it
would be in the best interests of CanniMed to support and
facilitate the Improved Offer. The CanniMed Board's financial
advisor, AltaCorp Capital Inc., and the financial advisor to the
Special Committee, Cormark Securities Inc., have each provided
opinions that, as of January 26,
2018, and subject to the assumptions, limitations and
qualifications on which the opinions are based, the consideration
to be received under the Improved Offer is fair, from a financial
point of view, to CanniMed Shareholders other than Aurora and its
affiliates.
Initial Deposit Period
In connection with the filing of the Offer Documents, the
CanniMed Board has reduced the initial deposit period (being the
minimum amount of time the Improved Offer must be open for
acceptance before Aurora can begin taking up shares under the
Improved Offer) to 84 days from the commencement of the offer on
November 24, 2017. This means that
commencing on the later of February 16,
2018 and the date all of the conditions to the Improved
Offer have been satisfied or waived, Aurora will be able to take up
CanniMed Shares under the Improved Offer. This news release is a
considered a "deposit period news release" for the purposes of
National Instrument 62-104 "Take-over Bids and Issuer Bids".
Lock – Up Agreements
Aurora entered into lock-up agreements (the "Original Lock-Up
Agreements") on November 12, 2017
with Saskworks Venture Fund Inc., Golden Opportunities Fund Inc.,
Apex Investment Limited Partnership and Vantage Asset Management
Inc. (the "Original Locked-Up Shareholders") to support the
Original Offer (and the Improved Offer). The CanniMed Shares to be
tendered pursuant to the Original Lock-Up Agreements represent
approximately 36% of the issued and outstanding CanniMed Shares on
a fully diluted basis.
In addition to the Original Locked-Up Shareholders, certain
CanniMed directors and officers holding approximately 12% of the
issued and outstanding CanniMed Shares, including Brent Zettl, Chief Executive Officer, have
agreed to support the Improved Offer and have entered to into
lock-up agreements in respect of the same (the "New Lock-Up
Agreements").
Altogether, under the Original Lock-Up Agreements and the New
Lock-Up Agreements, shareholders holding approximately 48% of the
issued and outstanding CanniMed Shares have agreed to tender to the
Improved Offer. In addition, Aurora owns 700,600 CanniMed Shares,
representing approximately 2.87% of the issued and outstanding
CanniMed Shares, which are not the subject of the Improved
Offer.
About the Improved Offer
The full details of the Improved Offer are set out in the Offer
Documents, which have been filed with the Canadian securities
regulatory authorities and are being mailed to CanniMed
Shareholders. The Offering Documents will also be available on
SEDAR under CanniMed's profile at www.sedar.com. Upon filing of the
Offering Documents, the Improved Offer will be open for no fewer
than 10 days and, following any take up of CanniMed Shares, Aurora
will then further extend its offer for at least an additional 10
days in order to allow any remaining CanniMed Shareholders to
tender to the Improved Offer. Aurora's obligation to take-up
CanniMed Shares under the Improved Offer is subject to the
conditions set out in the Notice of Variation, including, but not
limited to, receipt of approval under the Canadian Competition
Act.
Materials filed with the Canadian securities regulatory
authorities are available electronically without charge at
www.sedar.com. Materials filed with the SEC are available
electronically without charge on EDGAR accessible through the SEC's
website at www.sec.gov. Documents related to the original offer and
the Improved Offer, including the Offer Documents, are also
available on Aurora's website at www.auroramj.com, and shareholders
are invited to visit cannimed.auroramj.com for further
information.
How to Tender
CanniMed Shareholders who wish to accept the Improved Offer must
properly follow the procedures outlined in the Notice of Variation
and accompanying Amended Letter of Transmittal.
For assistance in depositing CanniMed Shares pursuant to the
Improved Offer, CanniMed Shareholders should contact the Depository
and Information Agent Laurel Hill at
Phone: 1-877-452-7184 (North American Toll Free Phone) and
1-416-304-0211 (Outside North America); Facsimile: 416-646-2415;
and E-mail: assistance@laurelhill.com.
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"). Aurora operates a 55,200 square foot production
facility in Mountain View County, Alberta, known as "Aurora Mountain", a 40,000
square foot production facility known as "Aurora Vie" in
Pointe-Claire, Quebec, and an
800,000 square foot production facility, known as "Aurora Sky", at
the Edmonton International
Airport. Aurora is also completing a fourth facility of 48,000
square feet in Lachute, Quebec,
and will shortly begin construction on a 1,000,000 square foot
production facility in Odense,
Denmark, to be known as "Aurora Nordic", via a joint venture
with Alfred Pedersen & Søn
ApS.
Aurora also owns Berlin-based
Pedanios GmbH, the leading wholesale importer, exporter, and
distributor of medical cannabis in the European Union. Aurora
offers further differentiation through its wholly owned
subsidiaries 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.
In addition, Aurora holds approximately 17.23% of the issued
shares in leading extraction technology company Radient
Technologies Inc., and has a strategic investment in Hempco Food
and Fiber Inc., with options to increase ownership stake to over
50%. Aurora is also the cornerstone investor in two other licensed
producers, with a 22.9% stake in Cann Group Limited, the first
Australian company licensed to conduct research on and cultivate
medical cannabis, and a 17.62% stake in Canadian producer The Green
Organic Dutchman Ltd., with options to increase to majority
ownership.
Aurora's common shares trade on the TSX under the symbol
"ACB".
About CanniMed
CanniMed is a Canadian-based, international plant
biopharmaceutical company and a leader in the Canadian medical
cannabis industry, with 17 years of pharmaceutical cannabis
cultivation experience, state-of-the-art, GMP-compliant production
process and world class research and development platforms with a
wide range of pharmaceutical-grade cannabis products. In addition,
CanniMed has an active plant biotechnology research and product
development program focused on the production of plant-based
materials for pharmaceutical, agricultural and environmental
applications.
CanniMed, through its subsidiaries, was the first producer to be
licensed under the Marihuana for Medical Purposes Regulations, the
predecessor to the current Access to Cannabis for Medical Purposes
Regulations. It was the sole supplier to Health
Canada under the former medical marijuana system for 13 years,
and has been producing safe and consistent medical marijuana for
thousands of Canadian patients, with no incident of product
diversion or recalls.
For more information, please visit our
websites: www.cannimed.ca (patients)
and www.cannimedtherapeutics.com (investors).
On behalf of the Boards of
Directors,
AURORA CANNABIS
INC.
|
CanniMed Therapeutics
Inc
|
Terry
Booth
|
Brent
Zettl
|
CEO
|
CEO
|
Forward-Looking Information Cautionary
Statement
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 Improved Offer, the
anticipated value of the Improved Offer, the number of shares to be
issued and timing to complete the Improved Offer. 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. Neither Aurora
nor CanniMed is under any 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
either Aurora or CanniMed is in their Annual Information Forms and
continuous disclosure filings, which are available at
www.sedar.com.
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.
Notice to U.S. Holders
The Offer is 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.
SOURCE Aurora Cannabis Inc.