America's Largest Vertically Integrated CBD
Company Now Has Distribution Through More
Than 21,000 Unique Retail Doors
BOULDER, Colo., June 11, 2020 /PRNewswire/ - Charlotte's Web
Holdings, Inc. ("Charlotte's Web" or the "Company")
(TSX: CWEB) (OTCQX: CWBHF), the company behind the world's most
trusted hemp extract, and Abacus Health Products, Inc.
("Abacus") (CSE: ABCS) (OTCQB: ABAHF), a leader in
over-the-counter topical products combining active pharmaceutical
ingredients with hemp extract, are pleased to announce that they
have completed the previously-announced plan of arrangement (the
"Arrangement"). Pursuant to the Arrangement, Charlotte's Web
acquired all the issued and outstanding subordinate voting shares
of Abacus (the "Abacus Shares"). All the outstanding
proportionate voting shares of Abacus were converted into Abacus
Shares prior to closing of the Arrangement. Pursuant to the
Arrangement, holders of Abacus Shares received 0.85 (the
"Exchange Ratio") of a common share of Charlotte's
Web for each Abacus Share held at the time of closing.
![Charlotte’s Web Acquires Abacus Health Products (CNW Group/Charlotte's Web Holdings, Inc.) Charlotte’s Web Acquires Abacus Health Products (CNW Group/Charlotte's Web Holdings, Inc.)](https://mma.prnewswire.com/media/1179438/Charlotte_s_Web_Holdings__Inc__Charlotte_s_Web_Acquires_Abacus_H.jpg)
Charlotte's Web is America's largest vertically integrated
hemp-derived CBD company. Combined, the companies distribute to
more than 21,000 unique retail locations with limited shelf overlap
due to adjacent but complementary positions across the ingestible
and topical CBD product categories. Recently Charlotte's Web added
1,100 new drug stores, more than 700 pet stores, and Abacus added
more than 5,000 retail doors with the signing of a new retail
partner.
Joining the Charlotte's Web family of brands are Abacus'
consumer brands CBD MEDIC™ and Harmony
Hemp, and for professional practitioners, Abacus' CBD
CLINIC™ brand. Substantial product cross selling
opportunities are available through each company's respective
distribution network. Starting in July, multiple Abacus topical
products will be available for purchase through Charlotte's Web's
leading Direct to the Consumer (DTC) ecommerce platform.
"The addition of Abacus Health cements a market leading position
in both topical and ingestible products in the CBD category,
representing approximately 33%1 market share of the U.S.
CBD food/drug/mass retail channel," said Deanie Elsner, Chief Executive Officer of
Charlotte's Web. "We thank the founders and team members of both
Charlotte's Web and Abacus for their vision and hard work to build
our respective vital brands. We are now one dynamic team and
mission-driven company."
Perry Antelman has been the CEO
of Abacus since 2016 and will join Charlotte's Web, effective
today, as Executive Vice President and President of Topicals.
Following the closing of this acquisition, on June 11,
2020, Charlotte's Web has 90,287,520 Common Shares outstanding
and 92,455.5775 Proportionate Voting Shares convertible at 400:1,
for an effective equivalent of 127,269,751 aggregate Common Shares
outstanding.
With the completion of the Arrangement, the Abacus Shares and
common share purchase warrants of Abacus listed under the symbol
"ABCS.WT" on the Canadian Securities Exchange (the "Abacus
Warrants") are expected to be de-listed from the Canadian
Securities Exchange at the close of trading on or about
June 11, 2020. On close of the
Arrangement, each Abacus Warrant outstanding immediately prior to
closing was exchanged for a common share purchase warrant of
Charlotte's Web (the "Replacement Warrants") that
entitles the holder to acquire common shares of Charlotte's Web in
lieu of Abacus Shares, subject to adjustment in number and exercise
price to give effect to the Exchange Ratio. Charlotte's Web has
applied to list the Replacement Warrants on the Toronto Stock
Exchange (the "TSX") and it is anticipated that, subject to
satisfaction of the TSX listing requirements, the Replacement
Warrants will begin trading on the TSX under the symbol "CWEB.WS"
at market open on or about June 15,
2020.
In order to receive the consideration in exchange for their
Abacus Shares, registered shareholders must complete, sign, date
and return the Letter of Transmittal that was mailed to each
registered shareholder of Abacus. The Letter of Transmittal is also
available from Abacus' depositary, Odyssey Trust Company.
Non-registered holders of Abacus Shares whose Abacus Shares are
registered in the name of a broker, investment dealer, bank, trust
company, trustee or other intermediary or nominee should contact
that intermediary or nominee for assistance in depositing their
Abacus Shares and should follow instructions of such intermediary
or nominee in order to deposit their Abacus Shares.
Further information about the Arrangement is set out in the
Abacus' management information circular dated May 4, 2020, which can be accessed online under
Abacus' issuer profile on SEDAR at www.sedar.com.
[1] Nielsen AOD HBC and Pet Care CBD: 52 weeks
ending May 16th, 2020
|
ABOUT ABACUS HEALTH PRODUCTS, INC.
Abacus is engaged in the development and commercialization of
over-the-counter (OTC) topical medications with active
pharmaceutical ingredients and which contain natural
ingredients, including a cannabinoid-rich hemp extract. Abacus'
products are aimed at the rapidly growing markets for topical pain
relief and therapeutic skincare and are based on proprietary
patent-pending technologies developed by Abacus. Abacus'
formulations combine advanced science with organic and natural
ingredients to provide safe relief. Abacus currently offers three
lines of products: CBD CLINIC™, marketed to the professional
practitioner market, and CBDMEDIC™ and Harmony Hemp™, marketed to
the consumer market. Abacus' products are offered across
the United States and are produced
by a contract manufacturer in an FDA registered and audited
manufacturing facility. To learn more about Abacus, visit
www.abacushp.com
ABOUT CHARLOTTE'S WEB HOLDINGS, INC.
Charlotte's Web Holdings, Inc. is the market leader in the
production and distribution of innovative hemp-derived cannabidiol
("CBD") wellness products. The Company was founded by the
Stanley Brothers on a mission to unleash the healing power of
botanicals through compassion and science to benefit the planet and
all who live upon it. The Company's premium quality products start
with proprietary hemp genetics that are responsibly manufactured
into hemp-derived CBD extracts naturally containing a full spectrum
of phytocannabinoids, including CBD, terpenes, flavonoids and other
beneficial hemp compounds. Charlotte's Web product categories
include CBD oil tinctures (liquid products), CBD capsules, CBD
topicals, as well as CBD pet products. Charlotte's Web hemp-derived
CBD extracts are sold through select distributors, brick and mortar
retailers, and online through the Company's ADA compliant website
at www.CharlottesWeb.com.
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Forward-Looking Information
Certain information in this news release constitutes
forward-looking statements and forward-looking information
(collectively, "forward-looking information"). In some cases, but
not necessarily in all cases, forward looking information can be
identified by the use of forward-looking terminology such as
"plans", "targets", "expects" or "does not expect", "is expected",
"an opportunity exists", "is positioned", "estimates", "intends",
"assumes", "anticipates" or "does not anticipate" or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might", "will" or "will
be taken", "occur" or "be achieved". In addition, any statements
that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking
information. Statements containing forward-looking information are
not historical facts but instead represent management's
expectations, estimates and projections regarding future
events.
This news release contains forward-looking statements
and information within the meaning of applicable securities
legislation. Often, but not always, forward-looking statements and
information can be identified by the use of words such as "plans",
"expects" or "does not expect", "is expected", "estimates",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. Forward-looking statements
or information involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of Charlotte's Web, Abacus or their respective
subsidiaries to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements or information contained in this news
release. These forward-looking statements include, but are not
limited to, statements relating to expectations with respect
to the outcome of the Transaction; and the listing
and anticipated timing of the listing of the Replacement
Warrants.
Risks, uncertainties and other factors involved with
forward-looking information could cause actual events, results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking information,
including assumptions as to the necessary regulatory approvals; the
disruption to the functioning of the regulatory bodies that provide
the necessary regulatory approvals or any business
disruption, anticipated or otherwise, due to the outbreak of the
novel coronavirus (COVID-19); the ability of Charlotte's Web to
satisfy, in a timely manner, the conditions to listing of the
Replacement Warrants; and such risks contained in Charlotte's Web's
annual information form dated March
27, 2020 and in Abacus' annual information form
dated April 29, 2020
and filed with Canadian securities regulators available on
Charlotte's Web's and Abacus' respective issuer profiles on SEDAR
at www.sedar.com. Readers are cautioned that the foregoing list of
factors is not exhaustive.
In respect of the forward-looking statements and information
concerning the anticipated benefits and completion of the
Transaction and the anticipated timing for completion of the
Transaction, Charlotte's Web and Abacus have provided such
statements and information in reliance on certain assumptions that
they believe are reasonable at this time. Although Charlotte's Web
and Abacus believe that the assumptions and factors used in
preparing the forward-looking information or forward-looking
statements in this news release are reasonable, undue reliance
should not be placed on such information and no assurance can be
given that such events will occur in the disclosed time frames or
at all. The forward-looking statements and information included in
this news release are made as of the date of this news release and
Charlotte's Web and Abacus do not undertake an obligation to
publicly update such forward-looking information or forward-looking
information to reflect new information, subsequent events or
otherwise unless required by applicable securities laws.
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SOURCE Charlotte's Web Holdings, Inc.