VAUGHAN, ON, April 22, 2019 /CNW/ - CannTrust Holdings Inc.
("CannTrust" or the "Company", TSX:TRST, NYSE:CTST) announced today
that it has commenced an underwritten public offering of an
aggregate US$200 million common
shares, which contemplates approximately 85% of the common shares
to be sold in the offering by the Company and approximately 15% of
the common shares to be sold in the offering by certain
shareholders (the "Selling Shareholders"). In connection with the
offering, the Company and the Selling Shareholders expect to grant
to the underwriters a 30-day option to purchase up to an additional
15% of the number of common shares sold in the offering.
The offering is expected to be priced in the context of the
market, with the final terms of the offering to be determined at
the time of pricing. There can be no assurance as to whether or
when the offering may be completed, or as to the actual size or
terms of the offering. The closing of the offering will be subject
to market conditions, as well as a number of customary closing
conditions, including the listing of the common shares on the
Toronto Stock Exchange (the "TSX") and New York Stock Exchange (the
"NYSE") and any required approvals of each exchange.
The Company intends to use the net proceeds of the offering for
general corporate purposes, including cultivation and facility
expansion, expanded outdoor growing, international expansion,
enhanced extraction capacity, upgrades for GMP Certification and
biosynthesis development. The Company has not yet determined to
pursue any particular research and development initiative requiring
the use of a portion of the net proceeds of the offering, and will
evaluate research and development initiatives as they present
themselves, including the terms, capital requirements or timing of
any such initiatives.
BofA Merrill Lynch, Citigroup, Credit Suisse Securities
(USA) LLC and RBC Capital Markets
are acting as lead book-running managers for the offering.
Jefferies LLC and Canaccord Genuity LLC are also acting as
book-running managers.
The Company filed today a preliminary prospectus supplement (the
"Supplement") to its short form base shelf prospectus dated
March 18, 2019 (the "Base
Prospectus") in connection with the offering. The Supplement was
filed with the United States Securities and Exchange Commission
(the "SEC") as part of a registration statement on Form F-10, as
amended, which was declared effective by the SEC on March 19, 2019, in accordance with the
Multijurisdictional Disclosure System established between
Canada and the United States. The Supplement was also
filed with the securities commissions in each of the provinces of
Canada, except Québec.
The Supplement and the accompanying Base Prospectus contain
important detailed information about the offering. The Supplement
and the accompanying Base Prospectus can be found for free on SEDAR
at www.sedar.com and on EDGAR at www.sec.gov. Copies of the
Supplement and accompanying Base Prospectus may also be obtained
from BofA Merrill Lynch NC1-004-03-43, 200 North College
Street, 3rd floor, Charlotte,
NC 28255-0001, Attn: Prospectus Department, or via email, at
dg.prospectus_requests@baml.com, Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or via
telephone: (800) 831-9146, Credit Suisse Securities (USA) LLC, Attention: Prospectus Department,
Eleven Madison Avenue, 3rd Floor, New York, NY 10010; tel:1-800-221-1037, or via
email, at usa.prospectus@credit-suisse.com, or from RBC Capital
Markets 180 Wellington Street West, 8th Floor,
Toronto, ON M5J 0C2, Attn:
Simon Yeung, or via telephone: (416)
842-5349 , or via email at simon.yeung@rbc.com. Prospective
investors should read the Supplement and accompanying Base
Prospectus and the other documents the Company has filed before
making an investment decision.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any province, state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
province, state or jurisdiction.
About CannTrust
CannTrust is a federally regulated licensed producer of medical
and recreational cannabis in Canada. Founded by pharmacists, CannTrust
brings more than 40 years of pharmaceutical and healthcare
experience to the medical cannabis industry and serves more than
69,000 medical patients with its dried, extract and capsule
products. The Company operates its Niagara Perpetual Harvest
Facility in Pelham, Ontario, and
prepares and packages its product portfolio at its manufacturing
centre of excellence in Vaughan,
Ontario.
Forward Looking Statements
This press release contains "forward-looking information" within
the meaning of Canadian Securities laws and "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and other applicable
United States safe harbor laws,
and such statements are based upon CannTrust's current internal
expectations, estimates, projections, assumptions and beliefs and
views of future events. Forward-looking information and
forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "expect", "likely",
"may", "will", "should", "intend", "anticipate", "potential",
"proposed", "estimate" and other similar words, including negative
and grammatical variations thereof, or statements that certain
events or conditions "may", "would" or "will" happen, or by
discussions of strategy.
The forward-looking information and statements in this news
release include statements relating to the Company's plans to
consummate the offering and intended use of proceeds therefrom.
There can be no assurance that the Company will be able to complete
the offering on the anticipated terms, or at all. Forward-looking
information and statements necessarily involve known and unknown
risks, including, without limitation statements regarding the
proposed offering and the terms of the offering, the use of
proceeds from the offering, risks associated with general economic
conditions; adverse industry events; loss of markets; future
legislative and regulatory developments in Canada, the United
States and elsewhere; the cannabis industry
in Canada generally; and, the ability of CannTrust to
implement its business strategies.
Any forward-looking information and statements speak only as of
the date on which they are made, and, except as required by law,
CannTrust does not undertake any obligation to update or revise any
forward-looking information or statements, whether as a result of
new information, future events or otherwise. New factors emerge
from time to time, and it is not possible for CannTrust to predict
all such factors. When considering these forward-looking
information and statements, readers should keep in mind the risk
factors and other cautionary statements in CannTrust's Annual
Information Form dated March 28, 2019 (the "AIF") and
filed with the applicable Canadian securities regulatory
authorities on SEDAR at www.sedar.com and filed as an
exhibit CannTrust's Form 40-F annual report under the United States
Securities Exchange Act of 1934, as amended, with the United States
Securities and Exchange Commission on EDGAR at www.sec.gov. The
risk factors and other factors noted in the AIF could cause actual
events or results to differ materially from those described in any
forward-looking information or statements.
The TSX and NYSE do not accept responsibility for the adequacy
or accuracy of this release.
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SOURCE CannTrust Holdings Inc.