HEXO Corp. Announces Receipt of Interim Order in Respect of Arrangement With Tilray Brands, Inc.
May 10 2023 - 4:45PM
Business Wire
HEXO Corp. (TSX: HEXO; NASDAQ: HEXO) (“HEXO” or the
"Company") is pleased to announce that in connection with
its previously announced arrangement agreement with Tilray Brands,
Inc. (“Tilray”) for a transaction whereby Tilray has agreed
to acquire all of the issued and outstanding common shares of the
Company by way of court-approved plan of arrangement (the
“Arrangement”), HEXO has obtained an interim order from the
Ontario Superior Court of Justice (Commercial List) providing for,
among other things, the holding of a special meeting (the
“Special Meeting”) of the holders of common shares of HEXO
(the “Shareholders”) to approve the Arrangement under the
Business Corporations Act (Ontario). The Special Meeting is
scheduled to be held on June 14, 2023 at 10 a.m. (Eastern Time) and
the record date for determining Shareholders entitled to receive
notice of and vote at the Special Meeting has been fixed as the
close of business on May 5, 2023.
The Company expects that the management information circular and
related materials in respect of the Special Meeting will be mailed
to Shareholders and will be filed and available under HEXO’s
profile on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov) in the
coming days. The management information circular and related
materials will provide details of the Special Meeting and how
Shareholders or their duly appointed proxyholders can attend,
access and participate in the Special Meeting.
The completion of the Arrangement is subject to certain
conditions, including the receipt of the requisite approval from
the Shareholders, the final approval (the "Final Order") of
the Ontario Superior Court of Justice (Commercial List) at an
application which is scheduled for June 19, 2023, and other closing
conditions customary in transactions of this nature. If all
necessary approvals are obtained and the conditions to the
completion of the Arrangement are satisfied or waived, it is
currently anticipated that the Arrangement will be completed before
the end of June, 2023.
About HEXO Corp.
HEXO is an award-winning licensed producer of premium products
for the global cannabis market. HEXO delivers a thoughtfully
curated portfolio of both recreational and therapeutic cannabis
products that inspire customer loyalty. HEXO’s brands include HEXO,
Redecan, Original Stash, Bake Sale and T 2.0, as well as medical
cannabis products.
HEXO’s world-class Canadian grow sites are unmatched in size,
technological advantage and yield of high-quality cannabis, driving
innovation through every step of the process. HEXO operates three
major grow sites in Ontario and Québec, including one of the
largest growth facilities in North America. HEXO Corp. is a
publicly traded company under the tickers (TSX: HEXO) and (NASDAQ:
HEXO).
Forward-Looking Statements
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws (“Forward-Looking Statements”).
Forward-Looking Statements relate to future events or future
performance, reflect current expectations or beliefs regarding
future events and are typically identified by words such as
“anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”,
“likely”, “may”, “plan”, “seek”, “should”, “will” and similar
expressions suggesting future outcomes or statements regarding an
outlook. These include, but are not limited to, statements with
respect to the Arrangement, including the expected timing of
closing and various steps to be completed in connection with the
Arrangement, and other statements that are not historical
facts.
Forward-Looking Statements are made based upon certain
assumptions and other important factors that, if untrue, could
cause the actual results, performance or achievements of the
Company to be materially different from future results, performance
or achievements expressed or implied by such statements. There can
be no assurance that such Forward-Looking Statements will prove to
be accurate. Such Forward-Looking Statements are based on numerous
assumptions, including assumptions regarding the ability to
complete the Arrangement on the contemplated terms, that the
conditions precedent to closing of the Arrangement can be
satisfied, and assumptions regarding present and future business
strategies, local and global economic conditions, and the
environment in which the Company operates.
Although the Company believes that the Forward-Looking
Statements in this news release are based on certain expectations
and assumptions that are current, reasonable and complete, these
statements are by their nature subject to a number of known and
unknown risks and uncertainties and other factors that could cause
actual events, results, performance and achievements to differ
materially from management’s expectations and plans as set forth in
such Forward-Looking Statements, including, without limitation, the
following factors, many of which are beyond the Company’s control
and the effects of which can be difficult to predict: (a) 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, required shareholder and
regulatory approvals and other conditions of closing necessary to
complete the Arrangement or for other reasons; (b) the possibility
of adverse reactions or changes in business relationships resulting
from the announcement or completion of the Arrangement; (c) risks
relating to the retention of key personnel during the interim
period; (d) the possibility of litigation relating to the
Arrangement; (e) risks related to the diversion of management’s
attention from the Company’s ongoing business operations; and (f)
other risks inherent to the Company’s business and/or factors
beyond its control which could have a material adverse effect on
the Company or the ability to consummate the Arrangement.
Forward-Looking Statements should not be read as guarantees of
future performance or results. Readers are cautioned not to place
undue reliance on these Forward-Looking Statements, which speak
only as of the date of this press release. Events or circumstances
could cause the Company’s actual results to differ materially from
those estimated or projected and expressed in, or implied by, these
Forward-Looking Statements. Important factors that could cause
actual results to differ from these Forward-Looking Statements are
included in the “Risk Factors” section of the Company’s Annual
Information Form, as supplemented by the “Risks and Uncertainties”
section of the Company’s Management Discussion and Analysis for the
three and six months ended January 31, 2023 (“Q2 2023
MD&A”).
Readers are further cautioned that the lists of factors
enumerated in the Risk Factors section of the Company’s Annual
Information Form and the “Risks and Uncertainties” section of the
Q2 2023 MD&A that may affect future results are not exhaustive.
Investors and others should carefully consider the foregoing
factors and other uncertainties and potential events and should not
rely on the Company’s Forward-Looking Statements to make decisions
with respect to the Company. The Company disclaims any intention or
obligation, except to the extent required by law, to update or
revise any Forward-Looking Statements as a result of new
information or future events, or for any other reason.
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For media or investor inquiries: invest@hexo.com
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