HEXO Corp Announces Proposed Share Consolidation
October 30 2020 - 6:30AM
HEXO Corp (“HEXO”, or the “Company”) (TSX: HEXO; NYSE: HEXO) today
announced a proposed consolidation of its common shares on the
basis of eight pre-consolidation shares for one post-consolidation
share (8:1) (the “Consolidation”). The purpose of the Consolidation
is to increase the Company's common share price to regain
compliance with the US$1.00 minimum share price continued listing
standard (the “NYSE Price Listing Standard”) of the New York Stock
Exchange (the “NYSE”).
On April 7, 2020, the Company received
notification from the NYSE that it was no longer in compliance with
the NYSE Price Listing Standard as a result of the average closing
price of the Company’s common shares on the NYSE falling below
US$1.00 for a consecutive 30 trading-day period. The Company
believes curing the non-compliance with the NYSE Price Listing
Standard and avoiding a delisting of the common shares from the
NYSE is in the best interests of the Company and its shareholders,
and the Consolidation is the most effective means of curing the
non-compliance.
The Consolidation will be effected by the filing
of articles of amendment to the Company’s articles under the
Business Corporations Act (Ontario) and is subject to shareholder
approval by way of a special resolution. The Consolidation will be
submitted to the Company’s shareholders for approval at an annual
and special meeting of shareholders scheduled to be held on
December 11, 2020. The Consolidation is also subject to the
approval of the NYSE and the Toronto Stock Exchange.
Assuming the receipt of all approvals required
for the Consolidation, it is expected the Consolidation will be
implemented soon after the shareholders meeting. The Company will
announce further details with respect to the implementation of the
Consolidation once all required approvals have been obtained.
The Company will not be issuing fractional
post-Consolidation common shares in connection with the
Consolidation. Where the Consolidation would otherwise result in a
shareholder being entitled to a fractional common share, the number
of post-Consolidation common shares issued to such shareholder
shall be rounded up or down to the nearest whole number of common
shares. Fractional interests of 0.5 or greater will be rounded up
to the nearest whole number of common shares and fractional
interests of less than 0.5 will be rounded down to the nearest
whole number of common shares.
The Company currently has 483,445,248 common
shares issued and outstanding and, assuming no additional common
shares are issued prior to the Consolidation, the Consolidation
will reduce the issued and outstanding common shares to
approximately 60,430,656 common shares (disregarding any resulting
fractional shares). Each shareholder's percentage ownership in the
Company and proportional voting power will remain unchanged after
the Consolidation, except for minor changes and adjustments
resulting from the treatment of fractional shares.
Registered shareholders of the Company will
receive a letter of transmittal with respect to the Consolidation
with the proxy materials for the Company’s shareholders meeting at
which shareholder approval for the Consolidation will be sought.
Once the Consolidation has been implemented, the letter of
transmittal will enable registered shareholders to exchange their
old share certificates representing pre-Consolidation common shares
for post-Consolidation common shares through the Company’s transfer
agent, TSX Trust Company, in accordance with the instructions
provided in the letter of transmittal. Registered shareholders will
be able to obtain additional copies of the letter of transmittal
through TSX Trust Company. Until surrendered, each share
certificate representing pre-Consolidation common shares will
represent the number of whole post-Consolidation common shares to
which the holder is entitled as a result of the Consolidation.
Non-registered beneficial holders holding their
common shares through a bank, broker or other nominee will not need
to complete a Letter of Transmittal and should note that such
banks, brokers or other nominees may have specific procedures for
processing the Consolidation. Shareholders holding their common
shares with such a bank, broker or nominee and who have any
questions in this regard are encouraged to contact their
nominee.
The exercise or conversion price and the number
of common shares issuable under any of the Company's outstanding
warrants, convertible debentures, stock options and other
securities exercisable for or convertible into common shares will
be proportionately adjusted to reflect the Consolidation in
accordance with the respective terms thereof.
About HEXO
HEXO Corp is an award-winning consumer packaged
goods cannabis company that creates and distributes innovative
products to serve the global cannabis market. The Company serves
the Canadian adult-use markets under its HEXO Cannabis, Up Cannabis
and Original Stash brands, and the medical market under HEXO
medical cannabis. For more information please visit
hexocorp.com.
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 are based on certain expectations and
assumptions and are subject to known and unknown risks and
uncertainties and other factors that could cause actual events,
results, performance and achievements to differ materially from
those anticipated in these forward-looking statements.
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. 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.
Investor Relations:
invest@HEXO.com www.hexocorp.com
Media Relations: (819) 317-0526
media@hexo.com
HEXO (NASDAQ:HEXO)
Historical Stock Chart
From Mar 2024 to Apr 2024
HEXO (NASDAQ:HEXO)
Historical Stock Chart
From Apr 2023 to Apr 2024