This Amendment No. 1 (this
Amendment
) amends and supplements the
Tender Offer Statement on Schedule TO (the
Schedule TO
) filed by Canopy Growth Corporation, a corporation organized and existing under the
Canada Business Corporations Act
(the
Company
), with the
Securities and Exchange Commission on November 2, 2018 relating to the Companys 4.25% Convertible Senior Notes due 2023 (the
Notes
) and the right of each holder (the
Holder
) of the Notes to require
the Company to repurchase 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, to, but excluding the Fundamental Change Repurchase Date, pursuant to the Fundamental Change Notice, Notice of Right to Convert, Notice of
Make-Whole Fundamental Change and Related Conversion Rate Adjustment and Offer to Repurchase for Cash to Holders of 4.25% Convertible Senior Notes due 2023, dated November 2, 2018 (the
Notice
).
The information contained in the Notice, including all annexes thereto, which were previously filed with the Schedule TO, is hereby expressly
incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.
All capitalized terms used but not specifically defined in this Amendment shall have the meanings given to such terms in the Notice.
Item 4 Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
The Fundamental Change Repurchase Right expired at 5:00 p.m., New York City time, on Tuesday, December 4, 2018. No
Notes were validly surrendered for purchase, and not validly withdrawn, pursuant to the Notice.
The Make-Whole Fundamental Change Period expired at 5:00 p.m., New York City time, on Tuesday, December 4, 2018, and the Conversion
Period expired at 5:00 p.m., New York City time, on Wednesday, December 5, 2018. No Notes were validly surrendered for conversion during the Make-Whole Fundamental Change Period or the Conversion Period.
Accordingly, C$600,000,000 aggregate principal amount of the Notes remain outstanding.
A copy of the press release announcing the final results of the Companys offer to repurchase the Notes is filed as Exhibit (a)(5)(B) and
incorporated herein by reference.
Item 12 Exhibits
Item 12 is amended and supplemented to include the following exhibit:
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Exhibit
No.
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Description
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(a)(5)(B)
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Press release announcing expiration of the tender offer for the Companys 4.25% Convertible Senior Notes Due 2023 dated December 6, 2018.
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