Establishes Leadership Position and Platform
for Growth in Latin American Market
TSX | NYSE: ACB
TSX-V: ICC
EDMONTON, Nov. 22, 2018 /CNW/ - Aurora Cannabis Inc.
("Aurora" or "the Company") (NYSE: ACB) (TSX: ACB) (Frankfurt: 21P; WKN: A1C4WM) and ICC Labs Inc.
(TSX-V: ICC) ("ICC") are pleased to announce today the completion
of the previously announced plan of arrangement (the "Arrangement")
pursuant to which Aurora has acquired all of the issued and
outstanding common shares of ICC for $1.95 per share (payable in common shares of
Aurora (the "Aurora Shares")), reflecting an aggregate purchase
price of approximately $290 million.
ICC is now a wholly-owned subsidiary of Aurora. Completion of the
Arrangement follows receipt of approval of the Arrangement from the
Instituto de Regulación y Control del Cannabis, the Uruguayan
regulatory authority overseeing the regulation and control of
cannabis in Uruguay.
ICC's common shares will be delisted from the TSX Venture
Exchange (the "TSX-V"), subject to TSX-V approval, and applications
will be made for ICC to cease being a reporting issuer.
The acquisition of ICC establishes Aurora as the industry leader
in Latin American, a region which encompasses more than 650 million
people from across Mexico, the
Caribbean, Central America, and South America. ICC, based in Uruguay, the first country in the world to
legalize cannabis for adult consumer use, has developed a strong
portfolio of high-quality, low-cost production assets, product
offerings, and commercial agreements. Located in Uruguay's free trade zone, ICC's
state-of-the-art science and GMP compliant processing facility, the
first of its kind in Latin
America, brings very significant capacity and early mover
advantage to build significant market share both in Latin America and the international cannabis
and wellness markets.
Management Commentary
"This transaction combines two pioneering cannabis companies
with fully aligned international growth ambitions, immediately
positioning Aurora as the market leader in Latin America, an area with well over 650
million people," said Terry Booth,
CEO of Aurora. "Not only does ICC have substantial low cost,
high-quality production capacity, it is the first company in
Latin America which has completed
a GMP compliant extraction facility, which will play an important
role in supplying higher-margin CBD-based products for the global
cannabis and wellness markets. Together, ICC and Aurora will
accelerate the development of our well-diversified product
portfolio, and extensive distribution channels to capitalize on the
substantial opportunities in the global cannabis industry."
Neil Belot, Chief Global Business
Development Officer, added "Alejandro and his team have developed
one of the deepest international networks Aurora has encountered.
ICC has leveraged its early mover advantage in Uruguay to capitalize on significant growth
opportunities in the broader Latin American cannabis markets. With
world-class production, process facilities and distribution
infrastructure in place, this transaction strengthens Aurora's
position as the global partner of choice in multiple international
markets."
Alejandro Antalich, CEO of ICC Labs added, "The complementary
nature of our two organizations makes this transaction an ideal fit
that will allow us both to realize our ambitious growth strategies.
We're excited to announce our upcoming official grand opening of
the first state-of-the-art laboratory in Latin America on November 28th. This facility based in
Uruguay is focused on the
development of pharmaceutical grade products derived from cannabis
and hemp. With our Latin American facilities coming online, as well
as multiple supply and distribution agreements in large
international markets in place, we believe that Aurora's resources,
innovation capabilities, and broad global distribution networks
represent an ideal partner to accelerate our growth."
ICC brings to Aurora, among other strategic synergies, the
following competitive advantages.
Significant, Low-cost Capacity
- Significant expansion of low-cost production and processing
capacity: ICC is expanding rapidly, with both established
facilities and a number of projects in various stages of completion
that will bring the estimated production capacity of cannabis and
hemp to over 450,000 kg per annum, adding significant value to
Aurora's funded footprint:
-
- Two operational greenhouse facilities totaling approximately
92,000 square feet
- Three outdoor grow sites, with a total potential area of over
800 acres, 590 acres of which are in Uruguay and which are being prepared for
cultivation start later this calendar year
- The Company is assessing integration and development synergies
between ICC and its wholly owned subsidiary MED Colombia, including
the construction of greenhouse and processing facilities, and is
developing its plan for a 1,000,000 square foot greenhouse facility
in Uruguay, and a similarly sized
facility in Colombia.
Strong Foundation to Capitalize on the Significant Global CBD
Wellness Market Opportunity
- CBD Rich Production: Uruguay is the only country where regulations
currently permit the cultivation of CBD-rich hemp on a commercial
scale, allowing licensed producers to grow hemp with THC
concentrations of up to 1%, providing a significant yield advantage
over global competitors. ICC's deep background in pharma and the
ability to grow low-cost CBD-rich hemp at very large scale,
position Aurora exceptionally well to capitalize on global
opportunities in the high-growth CBD wellness market.
- CBD Brand and Distribution: ICC recently launched its
BIDIOL brand of CBD products, and is developing a broad
international distribution network.
- Significant Extraction Capacity: ICC has completed a
state-of-the-art large-scale extraction facility with capacity to
process 150,000 kg of CBD feed per annum.
- Free Trade: ICC's new CBD extraction facility is
strategically located approximately five minutes from the Canelones
international airport and within Uruguay's "Science Park" free trade zone. This
strategic location exempts all facility exports from any applicable
local tax on exports and imports.
Science, High-margin Products and Strong Genetics
- The First Latin American GMP Compliant Science Lab: ICC
has completed Latin America's
first state-of-the-art cannabis science laboratory, designed to the
highest international standards and in compliance with applicable
GMP standards. In the process of being certified, the facility will
provide an early mover advantage over other producers in
Latin America to drive sales to
international cannabis markets. The Company has received the
required registration and government permits to commence operation
of the facility.
- Product Diversification: ICC offers a broad portfolio of
dried flower and higher margin products, including tablets,
softcaps, ointments, creams, drops, infused syrups, and patches.
The Company is assessing pathways for potential import of products
and IP into Canada.
- Genetics: ICC has secured an exclusive portfolio of high
CBD strains, including exclusivity in South America for CW2A-B, a high-profile CBD
strain.
Full details of the Arrangement and certain other matters are
set out in the management information circular of ICC dated
October 3, 2018 (as updated by the
news release of ICC dated October 15,
2018) (the "ICC Circular"). A copy of the ICC Circular and
other meeting materials can be found under ICC's profile on SEDAR
at www.sedar.com.
Under the Arrangement, each holder of common shares of ICC ("ICC
Shareholder") has received approximately 0.2161 Aurora Shares for
each common share of ICC held and Aurora has issued a total of
31,904,668 Aurora Shares pursuant to the Arrangement (not giving
effect to the exercise of any ICC Compensation Options or ICC
Warrants, as such terms are defined in the arrangement agreement
dated September 8, 2018 between ICC
and Aurora), which as of November 21,
2018 represented approximately 3.20% of the outstanding
Aurora Shares after giving effect to the Transaction.
About Aurora
Headquartered in Edmonton, Alberta,
Canada with funded capacity in excess of 500,000 kg per
annum and sales and operations in 20 countries across five
continents, Aurora is one of the world's largest and leading
cannabis companies. Aurora is vertically integrated and
horizontally diversified across every key segment of the value
chain, from facility engineering and design to cannabis breeding
and genetics research, cannabis and hemp production, derivatives,
high value-add product development, home cultivation, wholesale and
retail distribution.
Highly differentiated from its peers, Aurora has established a
uniquely advanced, consistent and efficient production strategy,
based on purpose-built facilities that integrate leading-edge
technologies across all processes, defined by extensive automation
and customization, resulting in the massive scale production of
high quality product at low cost. Intended to be replicable and
scalable globally, our production facilities are designed to
produce cannabis of significant scale, with high quality,
industry-leading yields, and low per gram production costs. Each of
Aurora's facilities is built to meet EU GMP standards, and its
first production facility, the recently acquired MedReleaf Markham
facility, and its wholly owned European medical cannabis
distributor Aurora Deutschland, have achieved this level of
certification.
In addition to Aurora's rapid organic growth and strong
execution on strategic M&A, which to date includes 15 wholly
owned subsidiary companies – MedReleaf, CanvasRX, Peloton
Pharmaceutical, Aurora Deutschland, H2 Biopharma, Urban Cultivator,
BC Northern Lights, Larssen Greenhouses, CanniMed Therapeutics,
Anandia Labs, HotHouse Consulting, MED Colombia, Agropro, Borela,
and ICC – Aurora is distinguished by its reputation as a partner
and employer of choice in the global cannabis sector, having
invested in and established strategic partnerships with a range of
leading innovators, including: Radient Technologies Inc. (TSXV:
RTI), Hempco Food and Fiber Inc. (TSXV: HEMP), Cann Group Ltd.
(ASX: CAN), Micron Waste Technologies Inc. (CSE: MWM), Choom
Holdings Inc. (CSE: CHOO), Capcium Inc. (private), Evio Beauty
Group (private), Wagner Dimas (private), CTT Pharmaceuticals (OTCC:
CTTH), and Alcanna Inc. (TSX: CLIQ).
Aurora's Common Shares trade on the TSX and NYSE under the
symbol "ACB", and are a constituent of the S&P/TSX Composite
Index.
For more information about Aurora, please visit our investor
website, investor.auroramj.com
About ICC
ICC is a fully licensed producer and distributor of medicinal
cannabinoid extracts, adult usage cannabis and industrial hemp
products in Uruguay as well as a
fully licensed producer of medicinal cannabis in Colombia. ICC has active operations in
Uruguay, and is focused on
becoming a 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.
Neither the TSX, NYSE, TSX-V nor their Regulation Services
Provider (as that term is defined in the policies of the TSX, NYSE,
and TSX-V) accepts responsibility for the adequacy or accuracy of
this release.
Terry Booth,
CEO
|
Alejandro Antalich,
CEO
|
Aurora Cannabis
Inc.
|
ICC Labs
Inc.
|
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:
results of operations, anticipated benefits and cost synergies
associated with the Transaction, internal expectations, estimated
margins, expectations for future growing capacity, costs and
opportunities, the effect of the Transaction on the combined
company and its future strategy, plans, objectives, goals, targets
and future developments, the completion of any capital projects or
expansions, the anticipated timing for the de-listing of ICC from
the TSX-V and for ICC to cease to be a reporting issuer and the
expected benefits of the Arrangement.
ICC Shareholders are urged to carefully read the management
information circular of ICC dated October 3,
2018 (as updated by the news release of ICC dated
October 15, 2018) and related
materials in their entirety as they contain important information
regarding the Arrangement and its consequences to ICC
Shareholders.
Forward-looking statements are based on the opinions and
estimates of management of ICC and Aurora 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: inability to realize anticipated synergies;
future legislative and regulatory developments involving cannabis;
the cannabis industry in Canada
and elsewhere generally; income tax and regulatory matters; the
ability of ICC and Aurora to implement their business strategies;
competition; crop failure; currency and interest rate fluctuations;
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. Forward-looking statements should be considered
carefully and undue reliance should not be placed on them.
Management of Aurora and ICC provide forward-looking statements
because they believe 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, ICC and Aurora.
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 of Aurora and ICC 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 each of ICC and Aurora assume 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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SOURCE Aurora Cannabis Inc.