ICC Labs Inc. (the
Company or
ICC) (TSX-V: ICC) is pleased to announce that the
Supreme Court of British Columbia has issued a final order (the
Final Order) approving the plan of arrangement
(the
Arrangement) between ICC and Aurora Cannabis
Inc. (
Aurora) (TSX: ACB, NYSE: ACB). Subject to
the terms and conditions of an arrangement agreement between ICC
and Aurora dated September 8, 2018 (the
Arrangement
Agreement), Aurora will acquire all of the issued and
outstanding common shares of ICC (
ICC Shares).
Obtaining the Final Order is one of the conditions to completing
the Arrangement.
Receipt of the Final Order follows the special
meeting of shareholders of ICC (ICC Shareholders)
on November 6, 2018 wherein approximately 98.74% of votes cast by
all of the ICC Shareholders eligible to vote at the Meeting voted
in favour of a special resolution to approve the Arrangement.
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 and as further
described in ICC’s management information circular (the
Circular) in respect of the Arrangement, a copy of
which is available under ICC’s profile on SEDAR at
www.sedar.com.
Completion of the Arrangement remains subject to
other customary closing conditions, including the receipt of
certain Uruguayan regulatory approvals. All requested documents
have been submitted to the relevant Uruguayan authorities to apply
for such approvals and a response is currently being awaited.
Assuming that the conditions to closing are satisfied or waived, it
is expected that the Arrangement will be completed in the fourth
quarter of 2018.
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 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 closing of the Arrangement; the anticipated consideration to be
received by ICC Shareholders; the satisfaction of closing
conditions; the Uruguayan regulatory approvals being obtained; 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 regulatory and 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 regulatory 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 express 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 Agreement could be terminated in certain
circumstances; failure to, in a timely manner, or at all, obtain
the required regulatory 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;
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; 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 may, in certain circumstances, also be
required to pay a termination fee 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.
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