Greenlane Holdings, Inc. (“Greenlane”) (Nasdaq: GNLN), and KushCo
Holdings, Inc. (''KushCo'') (OTCQX: KSHB) today announced the
commencement of the proxy solicitation in connection with their
previously announced proposed merger (the “Transaction”).
If approved, the Transaction will establish a
leading ancillary cannabis company serving a premier group of
customers, including many of the leading multi-state-operators and
licensed producers, top smoke shops in the United States, and
millions of consumers globally. Should approval be obtained from
the shareholders of both Greenlane and KushCo, and if the other
closing conditions are satisfied or waived, the Transaction is
expected to close in the third quarter of 2021.
The Transaction has been unanimously approved by
the boards of directors for both Greenlane and KushCo, and by a
special independent committee consisting entirely of Greenlane’s
independent and disinterested directors (the “Special Committee”),
which was appointed by the Greenlane board of directors. The boards
of directors of Greenlane and KushCo have unanimously recommended
that stockholders vote “FOR” the Transaction.
Greenlane will hold an annual meeting on August
26, 2021 at 10:00 AM ET (the “Greenlane Meeting”), for its
shareholders to vote to approve the proposals relating to the
Transaction. Greenlane shareholders that have any questions or need
assistance in voting their shares should contact Greenlane’s proxy
solicitor, D.F. King & Co., Inc., by telephone at (212)
269-5550 (call collect) or (800) 317-8033 (toll free) or by email
at GNLN@dfking.com.
KushCo will hold a special meeting virtually on
August 26, 2021 at 12:00 PM ET (the “KushCo Meeting”), for its
shareholders to vote to approve the Merger Agreement. KushCo
shareholders that have any questions or need assistance in voting
their shares should contact KushCo’s proxy solicitor, Morrow Sodali
LLC, by telephone at (833) 497-7396 toll-free or at (203) 658-9400,
or by email at kshb@info.morrowsodali.com.
The companies announced the launch of
www.greenlanekushcotogether.com, a dedicated transaction website
that consolidates the publicly available information on the
Transaction for investors of both companies, including messages
from both CEOs as well as a helpful section addressing frequently
asked questions.
Investors are strongly encouraged to read the
joint proxy statement/prospectus that was filed with the SEC on
July 2, 2021 carefully before authorizing a proxy to vote,
including, without limitation, the section entitled “Risk Factors”
beginning on page 31 of the joint proxy statement/prospectus.
Additional details can be found in the “Questions and Answers”
section of the joint proxy statement/prospectus.
This press release shall not be deemed an offer
to sell or a solicitation of an offer to purchase any shares of
Greenlane common stock. The Greenlane Class A common stock to be
issued as consideration in the Transaction shall be offered only by
means of the joint proxy statement/prospectus filed by Greenlane
with the SEC on July 2, 2021, which forms a part of Greenlane’s
effective registration statement on Form S-4 (File No. 333-256582).
All Greenlane and KushCo stockholders of record as of July 1, 2021
will be mailed a copy of the joint proxy statement/prospectus and a
copy may be reviewed on the SEC’s website at www.sec.gov.
About KushCo Holdings,
Inc.
KushCo Holdings, Inc. (OTCQX: KSHB)
(www.kushco.com) is a premier provider of ancillary products and
services to the legal cannabis and CBD industries. KushCo’s
subsidiaries and brands provide product quality, exceptional
customer service, compliance knowledge and a local presence in
serving its diverse customer base, which consists of leading
multi-state-operators (MSOs), licensed producers (LPs), and
brands.
Founded in 2010, KushCo has now sold more than 1
billion units to growers, brand owners, processors and producers
across North America, South America, and Europe, specializing in
child-resistant compatible and fully customizable packaging,
exclusive vape hardware and technology, and complementary solvents
and natural products.
As a pioneer in the industry, KushCo continues
to work to create a positive impact on the environment, society,
and community through CSR and ESG initiatives, such as: offering
sustainable and compostable packaging; donating PPE supplies to
healthcare workers on the frontline fighting the COVID-19 pandemic;
partnering with organizations such as Mission Green to offer social
equity programs for industry inclusion; being one of the first in
the industry to award paid time-off for all employees on November
3, 2020 (“Election Day”); and working to incorporate
industry-leading corporate governance practices and a more diverse
board makeup.
For more information on KushCo’s commitment to
CSR and ESG initiatives, please visit the Company’s #KushCares page
at www.kushco.com/kushcares.
KushCo has been featured in media nationwide,
including CNBC, Fox News, Yahoo Finance, Cheddar, Los Angeles
Times, TheStreet.com, and Entrepreneur, Inc Magazine. For more
information, visit www.kushco.com or call (888) 920-5874.
About Greenlane Holdings, Inc.
Greenlane Holdings, Inc. (NASDAQ: GNLN) is a
global house of brands and one of the largest sellers of premium
cannabis accessories, child-resistant packaging, and specialty
vaporization products to smoke shops, dispensaries, and specialty
retail stores, as well as direct to consumer through its online
e-commerce platform, vapor.com. Founded in 2005, Greenlane serves
more than 8,000 retail locations and has over 250 employees with
operations in United States, Canada, and Europe. With a strong
global footprint, Greenlane has been the partner of choice for many
of the industry’s leading brands, who chose to leverage its strong
distribution platform, unparalleled customer service, and highly
efficient operations and logistics to accelerate their growth.
Greenlane’s curated portfolio of owned brands includes EYCE,
packaging innovator Pollen Gear™, VIBES™ rolling papers,
Marley Natural™ Accessories; K.Haring Glass Collection,
Aerospaced grinders, and Higher Standards which offers both an
upscale product line as well as an innovative retail experiences
with flagship stores located in Chelsea Market, New York and
Malibu, California.
For additional information, please visit: https://gnln.com/.
Important Information for Investors and
Stockholders
In connection with the proposed transaction,
Greenlane has filed with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 (File No.
333-256582) (as amended, the “Registration Statement”) that was
declared effective by the SEC on July 2, 2021. The Registration
Statement includes a preliminary joint proxy statement of Greenlane
and KushCo that also constitutes a prospectus of Greenlane.
Greenlane and KushCo also plan to file other relevant documents
with the SEC regarding the proposed transaction. INVESTORS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors and security holders may obtain free
copies of the registration statement and the joint proxy
statement/prospectus and other relevant documents filed by
Greenlane and KushCo with the SEC at the SEC’s website at
www.sec.gov. Copies of the documents filed by the companies will be
available free of charge on their respective websites at
www.gnln.com and www.kushco.com.
Participants in
Solicitation
This communication relates to a proposed
transaction between Greenlane and KushCo. This communication is not
a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction. Greenlane, KushCo and their respective
directors and executive officers may be considered participants in
the solicitation of proxies in connection with the proposed
Transaction. Information about the directors and executive officers
of Greenlane is set forth in its joint proxy statement/prospectus
dated July 2, 2021 for its 2021 annual meeting of stockholders
forming a part of its registration statement on Form S-4 (File No.
333-256582), which was declared effective by the SEC on July 2,
2021.Information about the directors and executive officers of
KushCo is set forth in its proxy statement for its 2021 annual
meeting of stockholders, which was filed with the SEC on
December 28, 2020. These documents can be obtained free of
charge from the sources indicated above. Additional information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote of approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. These forward-
looking statements are based on current expectations, estimates and
projections about the industry and markets in which Greenlane and
KushCo operate and beliefs of, and assumptions made by, Greenlane
management and KushCo management and involve uncertainties that
could significantly affect the financial results of Greenlane,
KushCo or the combined company following the proposed transaction
between Greenlane and KushCo (the “Combined Company”). Words such
as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words and similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature. Such
forward-looking statements include, but are not limited to,
statements about the anticipated benefits of the business
combination transaction involving Greenlane and KushCo, including
future financial and operating results, and the Combined Company’s
plans, objectives, expectations and intentions. All statements that
address operating performance, events or developments that
Greenlane and KushCo expect or anticipate will occur in the future
are forward-looking statements. These statements are not guarantees
of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although Greenlane and
KushCo believe the expectations reflected in any forward-looking
statements are based on reasonable assumptions, Greenlane and
KushCo can give no assurance that their expectations will be
attained and therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such
forward-looking statements. Some of the factors that may affect
outcomes and results include, but are not limited to: risks
associated with the companies’ ability to consummate the proposed
transaction, including the risk that one of the necessary proposals
is not approved by the required vote, the timing and closing of the
proposed transaction and unexpected costs or unexpected liabilities
that may arise from the proposed transaction, whether or not
consummated; risks related to disruption of management’s attention
from the ongoing business operations due to the proposed
transaction; the effect of the announcement of the proposed
transaction on Greenlane’s or KushCo’s business relationships with,
third-party suppliers and service suppliers and businesses
generally; each of Greenlane’s and KushCo’s success, or the success
of the Combined Company, in implementing its business strategy and
its ability to identify, underwrite, finance, consummate and
integrate acquisitions or investments; changes in national,
regional and local economic climates; public health crises,
including the COVID-19 pandemic; changes in financial markets and
interest rates, or to the business or financial condition of
Greenlane, KushCo or the Combined Company or their respective
businesses; the nature and extent of future competition; each of
Greenlane’s and KushCo’s ability, or the ability of the Combined
Company, to pay down, refinance, restructure and/or extend its
indebtedness as it becomes due; availability to Greenlane, KushCo
and the Combined Company of financing and capital; the impact of
any financial, accounting, legal or regulatory issues or
litigation, including any legal proceedings, regulatory matters or
enforcement matters that have been or in the future may be
instituted against Greenlane, KushCo or others relating to the
merger agreement, that may affect Greenlane, KushCo or the Combined
Company; risks associated with acquisitions, including the
integration of Greenlane’s and KushCo’s businesses; and those
additional risk factors of Greenlane, KushCo and the Combined
Company discussed in the Form S-4. Should one or more of the risks
or uncertainties described above or in the Form S-4, or should
underlying assumptions prove incorrect, actual results and plans
could differ materially from those expressed in any forward-looking
statements. You are cautioned not to place undue reliance on these
statements, which speak only as of the date of this communication.
All forward-looking statements, express or implied, included in
this communication are expressly qualified in their entirety by
this cautionary statement. This cautionary statement should also be
considered in connection with any subsequent written or oral
forward-looking statements that Greenlane, KushCo or persons acting
on their behalf may issue. Neither Greenlane nor KushCo undertakes
any duty to update any forward-looking statements appearing in this
communication.
Greenlane Investor Contact:Rob
KellyInvestor Relations, MATTIO
Communications1-416-992-4539Greenlane@mattio.com
Greenlane Media Contact: MATTIO
CommunicationsGreenlane@mattio.com
KushCo Holdings
Investor Contact:Najim Mostamand, CFADirector of
Investor Relations714-539-7653ir@kushco.com
KushCo Holdings Media
Contact:Caldwell Strategic Consulting Gianno
Caldwell202-423-7520Gianno@caldsconsulting.com
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