TORONTO, Jan. 18, 2019 /PRNewswire/ - Cronos Group
Inc. (NASDAQ: CRON) (TSX: CRON) ("Cronos Group" or the
"Company") is pleased to announce that the meeting materials
for a special meeting of holders (the "Shareholders") of
common shares of the Company (the "Common Shares") to be
held on February 21, 2019 (the
"Meeting"), including the management proxy circular dated
December 31, 2018 (the
"Circular"), prepared in connection with the proposed
C$2.4 billion equity investment by
Altria Group, Inc. (NYSE: MO) ("Altria") in Cronos Group
(the "Investment") previously announced on December 7, 2018, have been mailed to
Shareholders and filed with the relevant Canadian securities
regulators.
Board Recommendation
As previously announced, the Board of Directors of Cronos Group,
after consultation with its legal and financial advisors, has
unanimously determined that the Transaction (as defined below) is
in the best interest of Cronos Group and is unanimously
recommending that Shareholders vote in favor of the Transaction.
The Board has received an opinion from its financial advisor,
Lazard Canada Inc., that as of the date thereof and subject to the
assumptions, qualifications and limitations set forth therein, the
consideration to be received by the Company pursuant to the
Transaction is fair, from a financial point of view, to the
Company.
Shareholder Meeting
At the Meeting, Shareholders will be asked to approve both the
Investment and certain matters ancillary to the Investment,
including the election of new directors to the Board of Directors
of Cronos Group and certain agreements as contemplated by the
subscription agreement (the "Subscription Agreement")
entered into with Altria (the "Transaction"). The
Transaction must be approved by at least a majority of the votes
cast by Shareholders, in person or by proxy, at the Meeting.
The Meeting is scheduled for 10:00
a.m. (Toronto time) on
February 21, 2019 at the offices of
Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000,
Commerce Court West, Toronto,
Ontario. A live audio webcast and replay of the Meeting will
also be available in the investor relations section of the
Company's website.
Shareholders of record as of January 7,
2019 are entitled to receive notice of, and vote at, the
Meeting. The Meeting materials, which have been mailed to
Shareholders and are available on the Company's profile on SEDAR at
www.sedar.com and EDGAR at www.sec.gov, provide important
information about the Transaction, the Meeting and related matters,
including voting procedures. Your vote is important regardless of
the number of Common Shares you own. Shareholders are encouraged to
read the Meeting materials in detail.
To be used at the Meeting, proxies must be received by the
Company's registrar and transfer agent, TSX Trust Company, 301-100
Adelaide Street West, Toronto, Ontario M5H 4H1, no later than
10:00 a.m. (Toronto time) on February 19, 2019 (or if the Meeting is adjourned
or postponed, 48 hours prior to the time of the adjourned or
postponed Meeting).
Shareholders who have questions regarding the Transaction or
who require assistance with voting may contact the Company's proxy
solicitation agent, Innisfree M&A Incorporated, by telephone at
1-888-750-5834 (toll-free in North
America) or 1-412-232-3651 (outside North America).
Voting Methods for Registered and Non-Registered
Shareholders
Registered Shareholders
Registered Shareholders can exercise their right to vote on the
business before the Meeting by either attending in person or by
completing and submitting a proxy. Instructions on how to vote by
proxy are included in the Circular.
Non-registered Shareholders
Non-registered Shareholders, including those who hold Common
Shares in the name of a bank, trust company, securities dealer or
broker, or other intermediary, will receive a voting instruction
form that can be used to provide voting instructions. The voting
instruction form contains instructions on how to complete the form,
where to return it and the deadline for returning it, which may be
earlier than the deadline for registered Shareholders. It is
important that you read and follow the instructions on the voting
instruction form in order to have your vote count. If you are
unsure about anything in such voting instructions, contact your
bank, trust company, securities dealer or broker, or other
intermediary through which you hold your Common Shares.
Additional Information
Copies of the Subscription Agreement and the agreements attached
thereto as exhibits, including the form of warrant and the form of
investor rights agreement, are available on the Company's profile
on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
About Cronos Group
Cronos Group is a globally diversified and vertically integrated
cannabis company with a presence across five continents. Cronos
Group operates two wholly-owned Canadian licensed producers: Peace
Naturals Project Inc., which was the first non-incumbent medical
cannabis license granted by Health Canada, and Original BC Ltd.,
which is based in the Okanagan Valley, British Columbia. Cronos Group has multiple
international production and distribution platforms across five
continents. Cronos Group intends to continue to rapidly expand its
global footprint as it focuses on building an international iconic
brand portfolio and developing disruptive intellectual property.
Cronos Group is committed to building industry leading companies
that transform the perception of cannabis and responsibly elevate
the consumer experience.
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SOURCE Cronos Group Inc.