ICC Labs Inc. (the
Company or
ICC) (TSX-V: ICC) is pleased to announce that
Institutional Shareholder Services Inc. (
ISS) and
Glass Lewis & Co. (
Glass Lewis) have both
favourably recommended that ICC Shareholders (defined below) vote
FOR the previously announced arrangement (the
Arrangement) between ICC and Aurora Cannabis Inc.
(
Aurora) (TSX: ACB, NYSE: ACB) whereby, subject to
the terms and conditions of an arrangement agreement dated
September 8, 2018 (the
Arrangement Agreement),
Aurora will acquire all of the issued and outstanding common shares
of ICC (the
ICC Shares).
Special Meeting of ICC
Shareholders
A special meeting (the Meeting)
of holders of ICC Shares (ICC Shareholders) will
be held on Tuesday, November 6, 2018 at 9:00 a.m. (Toronto time) at
Norton Rose Fulbright Canada LLP, located at Royal Bank Plaza,
South Tower, Suite 3800, 200 Bay Street, Toronto. At the Meeting,
ICC Shareholders will be asked to consider and vote on a special
resolution (the Arrangement Resolution) approving
the Arrangement.
Favourable ISS and Glass Lewis
Recommendations
Both ISS and Glass Lewis, two leading
independent proxy advisory firms whose recommendations are relied
upon by major institutional investment firms and other
institutional shareholders, refer to the strategic rationale for
the Arrangement, offer premium, expected benefit from increased
trading liquidity, market check conducted by ICC, as well as
participation in a much larger combined company with substantially
greater capital markets access, as certain factors supporting their
FOR recommendation.
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
pursuant to the terms of the Arrangement Agreement, all as further
described in the Company’s management information circular (the
Circular) in respect of the Arrangement.
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 and Fairness
Opinions
The Company’s board of directors has
unanimously approved the Arrangement and recommends that ICC
Shareholders vote FOR the Arrangement Resolution.
The Company’s board recommendation is supported
by a fairness opinion from each of Canaccord Genuity Corp. and
INFOR Financial Inc. to the effect that, as of the date of each
opinion, and subject to the assumptions, limitations and
qualifications on which each such opinion is based, the
consideration to be received under the Arrangement by the ICC
Shareholders is fair, from a financial point of view, to the ICC
Shareholders.
Shareholder Support Agreements
Certain ICC Shareholders collectively holding
approximately 28.8% of the issued and outstanding ICC Shares (as of
September 26, 2018) have entered into support agreements with
Aurora to, among other things, vote the ICC Shares owned by them in
favour of the Arrangement and to otherwise support its completion,
subject to the terms and conditions of such support agreements.
The Arrangement is subject to, among other
things, the affirmative vote of at least two-thirds of the votes
cast by ICC Shareholders present in person or represented by proxy
at the Meeting.
Circular, Timing and Proxy
Solicitation
ICC confirms that the Circular, form of proxy
and other materials in connection with the Meeting have been mailed
to ICC Shareholders of record as of September 26, 2018 in
accordance with an interim order of the Supreme Court of British
Columbia (the Court). A news release of ICC dated
October 15, 2018 also provided an update to the Circular and should
be read by ICC Shareholders in conjunction with the Circular. All
such materials are also available under the Company’s profile on
SEDAR at www.sedar.com. ICC Shareholders are urged to carefully
read the Circular and related materials as they contain important
information regarding the Arrangement and its consequences to ICC
Shareholders.
Assuming approval of the Arrangement at the
Meeting, the Company will, on or about November 8, 2018, return to
the Court 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.
ICC 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.
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 Labs 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 Meeting
and the closing of the Arrangement; the anticipated consideration
to be received by ICC Shareholders; 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. ICC
Shareholders are urged to carefully read the Circular (as updated
by the news release of ICC dated October 15, 2018) 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.