ICC Labs Inc. (
ICC or the
Company) (TSX-V: ICC) confirms that the management
information circular dated October 3, 2018 (the
Circular), form of proxy and other materials with
respect to the Company’s proposed plan of arrangement (the
Arrangement) with Aurora Cannabis Inc.
(
Aurora) have been mailed to holders (the
ICC Shareholders) of common shares of ICC (the
ICC Shares) of record as of September 26, 2018 in
accordance with an interim order of the Supreme Court of British
Columbia.
Special Meeting of ICC
Shareholders
The Circular has been provided in respect of a
meeting (the Meeting) of ICC Shareholders to be
held on Tuesday November 6, 2018 at 9:00 a.m. (Toronto time) at the
offices of Norton Rose Fulbright Canada LLP located at Royal Bank
Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto, Ontario.
At the Meeting, ICC Shareholders will be asked to consider and vote
on a special resolution (the Arrangement
Resolution) approving the Arrangement whereby, subject to
the terms and conditions of an arrangement agreement between the
Company and Aurora dated September 8, 2018 (the Arrangement
Agreement), Aurora will acquire all of the issued and
outstanding ICC Shares. ICC confirms that the Circular, form of
proxy and other materials in connection with the Meeting are
available under the Company’s profile on SEDAR at
www.sedar.com.
Share Consideration and
Premium
If the Arrangement becomes effective, each ICC
Shareholder will receive $1.95 per ICC Share, payable in common
shares of Aurora (the Aurora Shares) valued at the
volume-weighted average trading price of Aurora Shares on the
Toronto Stock Exchange (the TSX) during the twenty
trading day period ending on the second to last trading day on the
TSX immediately prior to the date the Arrangement is completed, all
as further described in the Circular.
The consideration to be received by ICC
Shareholders represents a premium of approximately 34% on the
twenty day volume-weighted average trading price of ICC Shares on
the TSX Venture Exchange (the TSX-V) for the
period ending August 22, 2018 (being the last trading day prior to
ICC issuing a news release in respect of a media report speculating
as to a potential transaction involving the acquisition of
ICC).
Board Recommendation
The Company’s board of directors
unanimously recommends that ICC Shareholders vote FOR the
Arrangement Resolution.
ICC Labs has retained Laurel Hill Advisory Group
to solicit proxies, on behalf of management, to vote FOR the
Arrangement Resolution. If you have any questions, 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.
Update to Circular
ICC also wishes to advise that the number of
“in-the-money” options to purchase ICC Shares pursuant to the
Company’s stock option plan (the In-the-Money
Options) referenced on pages 49 and 50 of the Circular
under the heading “Securities Laws Matters – Canadian Securities
Laws – MI 61-101” were inadvertently misstated. Specifically, VI
Capital Investments, Michael Galego and Ravi Sood beneficially own
4,996,018, 1,170,100, and 1,250,000 In-the-Money Options,
respectively (rather than the numbers appearing opposite their
names on page 50 of the Circular). All such In-the-Money Options
are vested, therefore, there is no benefit to be received by them
as a consequence of the accelerated vesting of In-the-Money Options
pursuant to the terms of the Arrangement. All other related parties
of ICC hold an aggregate of 2,000,000 In-the-Money Options (rather
than the number referenced in the last sentence on page 49 of the
Circular). ICC confirms that the correct holdings of In-the-Money
Options held by all related parties were used in conducting the
analysis and making the determinations set out in such section of
the Circular (which is hereby updated as set out in this
paragraph). No other revisions to the Circular are required. Other
references in the Circular to amounts of In-the-Money Options are
correct.
Timing
Assuming approval of the Arrangement at the
Meeting, the Company 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 is also
subject to receipt of certain other approvals (including certain
Uruguayan regulatory approvals and the consent of Aurora’s lenders)
and the satisfaction or waiver of certain other customary closing
conditions. Approval by shareholders of Aurora is not required.
Assuming all conditions are satisfied, the Company expects that the
closing of the Arrangement will be completed in the fourth quarter
of 2018.
About ICC Labs
ICC Labs 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 Labs Telephone: 598-2900-0000 ext. 404 Email:
ir@icclabs.com
Shareholder Questions
For shareholder inquiries regarding the
Arrangement, please contact:
Laurel Hill Advisory Group North America Toll
Free: 1-877-452-7184 Collect Calls Outside North America:
1-416-304-0211 Email: assistance@laurelhill.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 special
meeting of ICC Shareholders and the closing of the Arrangement, the
anticipated consideration to be received by ICC Shareholders and
the satisfaction of closing conditions including required ICC
Shareholder approval; necessary court approvals; the requisite
Uruguayan regulatory approvals being obtained; Aurora obtaining the
necessary consent from its lenders; 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 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.
Shareholders are urged to read the Circular (as updated hereby) in
its entirety.
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 expressed or implied, including,
without limitation, a change in the volume-weighted average trading
price of the Aurora Shares from the date hereof to the Effective
Date (defined in the Arrangement Agreement); 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 the
Company’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 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’s
failure to comply with the terms of the Arrangement Agreement may,
in certain circumstances, also result in the Company being required
to pay a termination fee or expense reimbursement 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.