Also receives Competition Act approval of
proposed Arrangement
VANCOUVER, BC, April 7, 2021 /CNW/ - Zenabis Global Inc.
(TSX: ZENA) ("Zenabis" or the "Company") is
pleased to announce that the British Columbia Supreme Court (the
"Court") has granted an interim order (the "Interim
Order") in connection with the previously announced plan of
arrangement with HEXO Corp. (TSX: HEXO; NYSE: HEXO)
("HEXO") under Division 5 of Part 9 of the
Business Corporations Act (British
Columbia), pursuant to which, among other things and subject
to the satisfaction (or waiver) of all applicable conditions
precedent, HEXO will acquire all of the issued and outstanding
common shares of the Company in exchange for common shares of HEXO
(the "Arrangement"). As previously announced, under the
terms of the Arrangement Agreement (as defined below), shareholders
of the Company (the "Company Shareholders") will receive
0.01772 of a HEXO common share in exchange for each Company common
share. The Interim Order authorizes the calling and holding of a
special meeting (the "Meeting") of the Company Shareholders,
the granting of dissent rights to the Company Shareholders and
other matters relating to the conduct of the Meeting. In addition
to a final order of the Court concluding as to the fairness of the
Arrangement (the "Final Order") at a hearing to be held
following the Meeting in the event the Company Shareholders approve
the Arrangement as described below, the granting of the Interim
Order is a condition precedent to the completion of the
Arrangement. In addition, the parties obtained approval under the
Competition Act in respect of the Arrangement on April 1, 2021
in the form of an advance ruling certificate under the Competition
Act.
At the Meeting, among other things, the Company Shareholders
will be asked to consider, and if thought advisable, to pass a
special resolution approving the Arrangement (the "Arrangement
Resolution"). The Arrangement Resolution will require approval
by at least 662/3% of the votes cast by the
Company Shareholders present at the Meeting. The Meeting is
scheduled to be held virtually via live audio webcast, available
online using the LUMI meeting platform at
https://web.lumiagm.com/208490937 on May 13, 2021 at
10:00 a.m. (Vancouver time). The record date for the
Meeting is April 7, 2021.
In addition to the granting of the Interim Order and approval by
the Company Shareholders of the Arrangement Resolution, the
Arrangement is subject to the receipt of certain regulatory, court
and stock exchange approvals and the satisfaction of other
customary conditions precedent in transactions of this nature as
well as the satisfaction of certain other specified conditions
precedents set out in the arrangement agreement dated
February 16, 2021 between the Company and HEXO (the
"Arrangement Agreement"). The Arrangement Agreement is
available under the Company's profile on SEDAR at
www.sedar.com.
The Arrangement Agreement provides that completion of the
Arrangement will occur on or about the third business day following
the date on which the conditions to completion of the Arrangement
are satisfied or waived with effect as of 12:01 a.m. (Vancouver Time) on such date. The
Company and HEXO presently intend that the Arrangement will be
completed shortly following the Meeting and the granting of the
Final Order.
Further information regarding the Arrangement will be included
in the management information circular (the "Circular") that
the Company will prepare, file, and mail in the coming days to the
Company Shareholders in connection with the Meeting. A copy of the
Circular will also be available under the Company's profile on
SEDAR at www.sedar.com.
About Zenabis
Zenabis is a significant Canadian licensed cultivator of medical
and recreational cannabis. Zenabis employs staff coast-to-coast,
across facilities in Atholville, New
Brunswick; Langley, British
Columbia; and Stellarton, Nova
Scotia. Zenabis currently has 111,200 kg of licensed
cannabis cultivation space across three licensed facilities in
Canada, together with its cannabis
import, export and processing joint venture, ZenPharm, operating
from Birżebbuġa, Malta.
For more information, visit: https://www.zenabis.com.
SOURCE Zenabis Global Inc.