TORONTO, Feb. 16, 2021 /PRNewswire/ - Canopy Rivers Inc.
("Rivers" or the "Company") (TSX: RIV) (OTC: CNPOF)
is pleased to announce that its shareholders voted today to approve
the previously announced plan of arrangement (the
"Arrangement") involving Canopy Growth Corporation
("Canopy Growth") (TSX: WEED) (NASDAQ: CGC).
Approximately 99.87% of the votes cast by Rivers' shareholders
were voted in favour of the Arrangement, including approximately
99.85% of the votes cast by Rivers' shareholders other than Canopy
Growth, whose votes were required to be excluded pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions. Approval was required from at
least (i) two-thirds of the votes cast by the holders of
Subordinated Voting Shares ("SVS"), voting separately as a
class; (ii) two-thirds of the votes cast by Canopy Growth, as the
sole holder of all of the Multiple Voting Shares ("MVS"),
voting separately as a class; and (iii) a simple majority of votes
cast by holders of SVS, voting separately as a class, excluding the
votes attaching to the SVS held by Canopy Growth.
"We are thrilled by both the high voting turnout and the
tremendous support we received for the Arrangement," said Narbe
Alexandrian, President and CEO, Rivers. "We believe that this deal
provides substantial value to shareholders, which was highlighted
by the overwhelming support we received today. We look forward to
delivering on this vote of confidence as we execute on our new
strategy focused on opportunities in the U.S. market."
Right of First Refusal in respect of the Vert Mirabel
Shares
The Company also announced today that Les Serres Stéphane
Bertrand Inc. ("Serres
Bertrand") has exercised its right of first refusal to
purchase its proportionate interest of the common shares (the
"ROFR Shares") in Les Serres Vert Cannabis Inc. ("Vert
Mirabel") from Rivers, which
was triggered as a result of the Arrangement.
Accordingly, the Company, through its wholly-owned subsidiary,
RIV Capital Corporation (formerly Canopy Rivers Corporation)
("RCC"), has entered into a definitive purchase agreement
(the "Share Purchase Agreement") with Serres Bertrand in respect of the ROFR Shares,
pursuant to which RCC will sell to Serres
Bertrand 117 ROFR Shares, representing 11.7% of the issued
and outstanding common shares of Vert Mirabel, for cash
consideration of approximately $3.4
million (the "ROFR Transaction").
The ROFR Transaction is expected to be completed on the same day
as the Arrangement, subject to the satisfaction of certain
conditions in favour of RCC, including the deposit by Serres Bertrand of the cash consideration, and
the consummation of the Arrangement. The Company expects that both
the Arrangement and the ROFR Transaction will close prior to the
end of February.
The ROFR Transaction will result in a downward adjustment to the
number of common shares of Canopy Growth that RCC will receive
pursuant to the Arrangement by approximately 103,000 shares, such
that RCC will now receive approximately 3.65 million common shares
of Canopy Growth. The remaining shares of Vert Mirabel held by RCC
will be transferred to Canopy Growth pursuant to the Arrangement.
If the conditions to completion of the ROFR Transaction are not
satisfied, all of the ROFR Shares will be transferred to Canopy
Growth as part of the Arrangement.
About Canopy Rivers Inc.
Canopy Rivers is an investment and acquisition company
specializing in cannabis with a portfolio of 17 companies across
various segments of the cannabis value chain. We believe that
bringing together people, capital, and ideas raises the potential
of the entire cannabis industry. By leveraging our industry
insights, in-house expertise, and thesis-driven approach to
investing, we aim to provide shareholders with exposure to
specialized and disruptive cannabis companies.
As part of the Arrangement, the Company will also change its
corporate name to "RIV Capital Inc." The Company expects that
further updates will be communicated under the new corporate name
following the close of the Arrangement.
Forward-Looking Statements
This news release contains statements which constitute
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the plans,
intentions, beliefs and current expectations of the Company with
respect to future business activities and operating performance. To
the extent any forward-looking information in this news release
constitutes "financial outlooks" within the meaning of applicable
Canadian securities laws, the reader is cautioned that this
information may not be appropriate for any other purpose and the
reader should not place undue reliance on such financial outlooks.
Forward-looking information is often identified by the words "may",
"would", "could", "should", "will", "intend", "plan", "anticipate",
"believe", "estimate", "expect" or similar expressions and includes
information regarding: the Company's belief that the ROFR
Transaction will be completed; the anticipated cash proceeds from
the ROFR Transaction; Serres
Bertrand's ability to meet certain conditions in order to
complete the ROFR Transaction; the Company's belief that the
Arrangement and the ROFR Transaction will close on the same day;
the value provided to shareholders by the Arrangement; that
shareholders supported the Arrangement because of the values
derived from it; the Company's anticipated focus on its strategy in
the U.S. market; the Company's expectation that the Arrangement
will close prior to the end of February
2021; and the Company's expectations for other economic,
business, and/or competitive factors.
Investors are cautioned that forward-looking information is
not based on historical fact but instead reflects management's
expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made. Although the Company believes that the expectations reflected
in such forward-looking information are reasonable, such
information involves risks and uncertainties, and undue reliance
should not be placed on such information, as unknown or
unpredictable factors could have material adverse effects on future
results, performance or achievements of the Company. Financial
outlooks, as with forward-looking information generally, are,
without limitation, based on the assumptions and subject to various
risks as set out herein. Our actual financial position and results
of operations may differ materially from management's current
expectations.
Among the key factors that could cause actual results to
differ materially from those projected in the forward-looking
information are the following: the possibility that the Arrangement
will not be completed on the terms and conditions, or on the
timing, currently contemplated, and that it may not be completed at
all, due to a failure to obtain or satisfy, in a timely manner or
otherwise, the required approval of the court, or other approvals
and other conditions of closing necessary to complete the
Arrangement, or for other reasons, the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Arrangement; the possibility that the ROFR
Transaction will not be completed on the terms and conditions, or
on the timing, currently contemplated, and that it may not be
completed at all, due to a failure to obtain or satisfy, in a
timely manner or otherwise, the conditions of closing necessary to
complete the ROFR Transaction, or for other reasons, the occurrence
of any event, change or other circumstances that could give rise to
the termination of the Share Purchase Agreement; the delay of
implementation of the Arrangement or failure to complete the
Arrangement for any reason; the Company's ability to alter its
capital structure on the anticipated terms; the inability of
Serres Bertrand to meet certain
conditions pursuant to the Share Purchase Agreement, including the
delivery of the cash consideration thereunder; credit liquidity,
and additional financing risks for the Company and its investees;
the entry into the U.S. market by the Company; the potential for
the company's board of directors and shareholders to be prosecuted
for aiding and abetting violations of U.S. federal law; enhanced
scrutiny of the Company's investments and operations if the Company
invests in or operates U.S. cannabis businesses; the effect of
operating or investing in the U.S. on the Company's existing
contractual arrangements and business relationships; the risks
associated with U.S. banking and anti-money laundering laws and
regulations; the classification of the Company's income as proceeds
of crime and the ability of the Company to declare or pay dividends
or effect other distributions or the repatriation of funds back to
Canada; risks associated with the
termination, renegotiation and enforcement of material contracts;
credit, liquidity and additional financing risks for the Company
and its investees; litigation risks; stock market volatility;
regulatory and licensing risks; cannabis pricing risks; changes in
cannabis industry growth and trends; changes in the business
activities, focus and plans of the Company and its investees and
the timing associated therewith; the Company's actual financial
results and ability to manage its cash resources; changes in
general economic, business and political conditions, including
challenging global financial conditions and the impact of the novel
coronavirus pandemic; competition risks; potential conflicts of
interest; the regulatory landscape and enforcement related to
cannabis, including political risks and risks relating to
regulatory change; changes in the Company's relationship with
Canopy Growth and its investees; changes in applicable laws;
compliance with extensive government regulation, including the
Company's interpretation of such regulation; changes in the global
sentiment towards, and public opinion of, the cannabis industry;
reliance on material contracts; risk of default by investees;
divestiture risks; and the risk factors set out in the Company's
annual information form for the year ended March 31, 2020 and the Company's management
information circular in connection with the Arrangement, filed with
the Canadian securities regulators and available on the Company's
profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results may vary materially
from those described herein as intended, planned, anticipated,
believed, estimated or expected. Although the Company has attempted
to identify important risks, uncertainties and factors that could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended. The
Company does not intend, and does not assume any obligation, to
update this forward-looking information except as otherwise
required by applicable law.
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SOURCE Canopy Rivers Inc.