TSX:LEAF
MARKHAM, ON, July 6, 2018 /CNW/ - MedReleaf Corp. (TSX:LEAF)
("MedReleaf" or the "Company") is pleased to announce that
Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis
& Co. ("GlassLewis"), two leading independent proxy advisory
firms, have both recommended that MedReleaf shareholders vote FOR
the previously announced arrangement (the "Arrangement") between
MedReleaf and Aurora Cannabis Inc. ("Aurora"), whereby Aurora
intends to acquire all of the issued and outstanding common shares
of MedReleaf (the "Transaction").
In their assessment of the Arrangement, both ISS and Glass Lewis
cite the sound strategic merit for the Transaction providing
significantly increased scale, production capacity and expanded
product development capabilities in anticipation of legalized adult
use cannabis consumption in Canada, the offer premium and the transaction
process supervised by the special committee formed by the Board of
Directors as factors in supporting their FOR recommendation.
MedReleaf will be seeking shareholder approval for the
Arrangement under the Business Corporations Act (Ontario) (the "Arrangement Resolution"). The
special meeting of MedReleaf shareholders to consider the
Arrangement Resolution will be held on Wednesday, July 18, 2018 at 1:00 p.m. (Toronto time) at the offices of Stikeman
Elliot LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario. MedReleaf shareholders of
record as of the close of business on June
14, 2018 are eligible to vote at the special meeting.
The Board of Directors of MedReleaf has unanimously
recommended that MedReleaf shareholders vote FOR the Arrangement
Resolution. Certain directors and officers of the Company have
entered into support agreements pursuant to which they have agreed
to vote their shares in favour of the Arrangement. In addition,
holders of approximately 56% of the Company's issued and
outstanding common shares have entered into irrevocable hard
lock-ups to vote their shares in favour of the Arrangement.
Under the terms of the Arrangement, MedReleaf shareholders will
be entitled to receive 3.575 common shares of Aurora (the "Share
Consideration") and $0.000001 in cash
(the "Cash Consideration") in exchange for each MedReleaf common
share held. Certain shareholders will also be entitled to elect to
receive only the Share Consideration (and not to receive the Cash
Consideration).
A Management Information Circular has been mailed to the
shareholders of MedReleaf, and is also be available under the
profile of MedReleaf on SEDAR at www.sedar.com.
YOUR VOTE IS IMPORTANT ‐ PLEASE VOTE TODAY.
Your vote is important regardless of the number of shares you own.
MedReleaf shareholders are encouraged to read the Circular in
detail.
Shareholders who have questions regarding the Arrangement or who
require assistance with voting may contact D.F. King, our proxy
solicitation agent, by telephone toll free at 1-866-521-4425
(1-212-771-1133 by collect call) or by email at
inquiries@dfking.com.
About MedReleaf (TSX.LEAF)
Canada's most awarded licensed
producer, MedReleaf is an R&D-driven company dedicated to
innovation, operational excellence and the production of industry
leading, top-quality cannabis. Sourced from around the world and
carefully cultivated in one of two state-of-the-art ICH-GMP and ISO
9001 certified facilities in Ontario, with a third facility currently in
development, a full range of premium MedReleaf products are
delivered to the global medical market. We serve the therapeutic
needs of patients seeking safe, consistent and effective medical
cannabis and provide a compelling product offering for the
adult-use recreational market.
For more information on MedReleaf, its products, research
and how the company is helping patients #livefree, please visit
MedReleaf.com or follow @medreleaf.
Forward looking statements
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain
information in this news release constitutes forward-looking
statements under applicable securities laws. Any statements that
are contained in this news release that are not statements of
historical fact may be deemed to be forward-looking statements.
Forward looking statements are often identified by terms such as
"may", "should", "anticipate", "expect", "potential", "believe",
"intend" or the negative of these terms and similar expressions.
There can be no assurance that the Transaction will be completed.
Forward looking statements are based on certain assumptions. While
MedReleaf considers these assumptions to be reasonable, based on
information currently available, they may prove to be incorrect.
Readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements also
necessarily involve known and unknown risks, including, without
limitation, risks associated with general economic conditions;
adverse industry events; future legislative and regulatory
developments; inability to access sufficient capital from internal
and external sources, and/or inability to access sufficient capital
on favourable terms; the cannabis industry in Canada generally, income tax and regulatory
matters; the ability of MedReleaf to implement its business
strategies; competition; currency and interest rate fluctuations
and other risks.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and reflect our
expectations as of the date hereof, and thus are subject to change
thereafter. MedReleaf 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
required by law. Factors that could cause anticipated opportunities
and actual results to differ materially include, but are not
limited to, matters referred to above and elsewhere in MedReleaf's
public filings, which are, or will be, available on SEDAR.
SOURCE MedReleaf Corp.