VANCOUVER, BC, May 21, 2021 /CNW/ - Village Farms International,
Inc. ("Village Farms" or the "Company") (NASDAQ: VFF) (TSX: VFF)
today announced that the Toronto Stock Exchange ("TSX") has
accepted a notice filed by the Company of its intention to make a
normal course issuer bid ("NCIB").
The NCIB notice provides that Village Farms may, during the
12-month period commencing May 26, 2021 and
terminating May 25, 2022, purchase up to 4,062,309 of its
common shares (the "Common Shares"), representing approximately 5%
of the Company's issued and outstanding Common Shares, by way of a
NCIB over the facilities of the TSX, The NASDAQ Stock Market and/or
through alternative trading systems in Canada and the
United States.
Village Farms believes that, from time to time, the market price
of its Common Shares may not fully reflect the underlying value of
its business and its future business prospects. As a result,
Village Farms believes that the purchase of its outstanding Common
Shares may represent an appropriate and desirable use of its
available funds.
"The implementation of this NCIB does not in any way reflect a
change in Village Farms' growth plans or opportunities but simply
provides the Company with a potentially attractive opportunity to
prudently deploy some of our available capital," said Michael DeGiglio, CEO, Village Farms.
As of the close of business on May
13, 2021, Village Farms had 81,246,191 outstanding Common
Shares. Based on the average daily trading volume of 932,973 Common
Shares during the six months ended April 30,
2021 (calculated in accordance with the rules of the TSX),
daily purchases will be limited to 233,243 Common Shares, other
than block purchase exceptions.
Decisions regarding the timing of future purchases of Common
Shares will be based on market conditions, price of the Common
shares and other factors. Village Farms may elect to suspend or
discontinue its NCIB at any time. Common Shares purchased under the
NCIB will be cancelled. Village Farms has not purchased any of its
Common Shares during the last twelve months.
Repurchases will be subject to compliance with applicable
United States federal securities
laws, including Rule 10b-18 under the
United States Securities Exchange Act of 1934, as amended, as well
as applicable Canadian securities laws.
From time to time, when the Company does not possess material
non-public information about itself or its securities, it may enter
into automatic repurchase plans with its broker to allow for the
repurchase of common shares, subject to certain trading parameters,
at times when it ordinarily would not be active in the market due
to its own internal trading blackout periods, insider trading rules
or otherwise. Any such plans entered into with a broker will be
adopted in accordance with applicable Canadian and U.S. securities
laws, including the requirements of Rule 10b5-1 under the U.S.
Securities Exchange Act of 1934, as amended. Outside of these
periods, common shares may be repurchased in accordance with
management's discretion, subject to applicable law.
About Village Farms International, Inc.
Village Farms is one of the largest and longest-operating
greenhouse growers in North America. The Company leverages
decades of experience in large-scale, low-cost intensive
agriculture as a vertically integrated produce supplier to pursue
high-value, high-growth plant-based Consumer Packaged Goods
opportunities in cannabis and CBD in North America and
select markets internationally.
The Company's wholly owned Canadian
subsidiary, British-Columbia-based Pure Sunfarms is currently
one of the single largest cannabis operations in the world, one of
the lowest-cost greenhouse producers and one of the best-selling
brands in Canada.
In the U.S., subject to compliance with all applicable U.S.
federal and state laws, Village Farms is pursuing a strategy to
become a leading developer and supplier of branded and
white-labeled CBD products targeting major retailers and consumer
packaged goods companies. Village Farms has one of the largest
greenhouse operations in the country and is strategically
positioned to utilize its agricultural experience and Pure
Sunfarms' operational and product expertise, to pursue potential
high-THC cannabis opportunities when legally permitted to do
so.
Internationally, Village Farms evaluates and targets select,
nascent, legal cannabis and CBD opportunities with significant
long-term potential, with an initial focus on
the Asia-Pacific region through its investment
in Australia-based Altum International.
Cautionary Statement Regarding Forward-Looking
Information
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is
subject to the safe harbor created by those sections. This press
release also contains "forward-looking information" within the
meaning of applicable Canadian securities laws. We refer to such
forward-looking statements and forward-looking information
collectively as "forward-looking statements". Forward-looking
statements may relate to the Company's future outlook or financial
position and anticipated events or results and may include
statements regarding the financial position, business strategy,
budgets, expansion plans, litigation, projected production,
projected costs, capital expenditures, financial results, taxes,
plans and objectives of or involving the Company. Particularly,
statements regarding future results, performance, achievements,
prospects or opportunities for the Company, the greenhouse
vegetable industry or the cannabis industry are forward-looking
statements. In some cases, forward-looking information can be
identified by such terms as "outlook", "may", "might", "will",
"could", "should", "would", "occur", "expect", "plan",
"anticipate", "believe", "intend", "try", "estimate", "predict",
"potential", "continue", "likely", "schedule", "objectives", or the
negative or grammatical variation thereof or other similar
expressions concerning matters that are not historical facts. The
forward-looking statements in this press release are subject to
risks that may include, but are not limited to: our limited
operating history, including that of Pure Sunfarms and our start-up
operations of growing hemp in the United States; the
legal status of Pure Sunfarms' cannabis business; risks relating to
obtaining additional financing, including our dependence upon
credit facilities; potential difficulties in achieving and/or
maintaining profitability; variability of product pricing; risks
inherent in the cannabis, hemp and agricultural businesses; the
ability of Pure Sunfarms to cultivate and distribute cannabis
in Canada; existing and new governmental regulations,
including risks related to regulatory compliance and licenses
(e.g., Pure Sunfarms' ability to obtain licenses for its Delta 2
greenhouse facility as well as additional licenses under the
Canadian act respecting cannabis to amend to the Controlled Drugs
and Substances Act, the Criminal Code and other Acts, S.C. 2018, c.
16 (Canada) for its Delta 3
greenhouse facility), and changes in our regulatory requirements;
risks relating to conversion of our greenhouses to cannabis
production for Pure Sunfarms; risks related to rules and
regulations at the U.S. federal (Food and Drug Administration and
United States Department of Agriculture), state and municipal
levels with respect to produce and hemp; retail consolidation,
technological advances and other forms of competition;
transportation disruptions; product liability and other potential
litigation; retention of key executives; labor issues; uninsured
and underinsured losses; vulnerability to rising energy costs;
environmental, health and safety risks, foreign exchange exposure,
risks associated with cross-border trade; difficulties in managing
our growth; restrictive covenants under our credit facilities;
natural catastrophes; the ongoing and developing COVID-19 pandemic;
and tax risks.
The Company has based these forward-looking statements on
factors and assumptions about future events and financial trends
that it believes may affect its financial condition, results of
operations, business strategy and financial needs. Although the
forward-looking statements contained in this press release are
based upon assumptions that management believes are reasonable
based on information currently available to management, there can
be no assurance that actual results will be consistent with these
forward-looking statements. Forward-looking statements necessarily
involve known and unknown risks and uncertainties, many of which
are beyond the Company's control, that may cause the Company's or
the industry's actual results, performance, achievements, prospects
and opportunities in future periods to differ materially from those
expressed or implied by such forward-looking statements. These
risks and uncertainties include, among other things, the factors
contained in the Company's filings with securities regulators,
including this press release. In particular, we caution you that
our forward-looking statements are subject to the ongoing and
developing circumstances related to the COVID-19 pandemic, which
may have a material adverse effect on our business, operations and
future financial results.
When relying on forward-looking statements to make decisions,
the Company cautions readers not to place undue reliance on these
statements, as forward-looking statements involve significant risks
and uncertainties and should not be read as guarantees of future
results, performance, achievements, prospects and opportunities.
The forward-looking statements made in this press release relate
only to events or information as of the date on which the
statements are made in this press release. Except as required by
law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which
the statements are made or to reflect the occurrence of
unanticipated events.
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SOURCE Village Farms International, Inc.