SMITHS FALLS, ON and
NEW YORK, Sept. 18, 2020 /CNW Telbec/ - Canopy Growth
Corporation ("Canopy Growth") (TSX: WEED) (NYSE: CGC) and
Acreage Holdings, Inc. ("Acreage") (CSE:ACRG.U, OTCQX:
ACRGF, FSE:0VZ) (together, the "Companies") are pleased to
announce that Acreage has obtained a final order from the Supreme
Court of British Columbia
approving the previously announced amended arrangement under
section 288 of the Business Corporations Act (British Columbia) involving Canopy Growth (the
"Amended Arrangement").
Acreage and Canopy Growth anticipate implementing the Amended
Arrangement on or about September 23,
2020 (the "Amendment Date"). Holders of Acreage
shares and certain securities convertible or exchangeable into
Class A subordinate voting shares of Acreage (the "Subordinate
Voting Shares") as of the close of business on September 22, 2020, the business day immediately
preceding the Amendment Date (the "Record Date"), will be
entitled to receive their pro rata portion (on an as converted to
Subordinate Voting Share basis) of US$37,500,024 (the "Upfront Payment")
being paid by Canopy Growth. It is expected that the Upfront
Payment will be distributed to such holders of record on or before
the third business day following the Amendment Date. In connection
with the Upfront Payment, each holder of shares of Acreage and
certain other holders of securities convertible or exchangeable for
Subordinate Voting Shares will receive approximately US$0.30 per Subordinate Voting Share (on an as
converted to Subordinate Voting Share basis), with the final amount
to be received by each holder to be determined based on the number
of Subordinate Voting Shares into which all of the eligible
securities would be converted at the close of business on the
Record Date.
Shareholders of Acreage as of the Record Date with questions
regarding the Upfront Payment should contact their broker for
additional information.
As previously announced, Acreage received the required
shareholder approval in connection with the Amended Arrangement at
its special meeting of shareholders held on September 16, 2020.
Additional Details
For more information about the Amended Arrangement please see
Acreage's proxy statement and management information circular dated
August 17, 2020 (the
"Circular") which was filed with the United States
Securities and Exchange Commission (the "SEC") and is
available on the EDGAR website at www.sec.gov and under
Acreage's profile on SEDAR at www.sedar.com.
About Canopy Growth
Canopy Growth (TSX:WEED, NYSE:CGC) is a world-leading
diversified cannabis, hemp and cannabis device company, offering
distinct brands and curated cannabis varieties in dried, oil and
Softgel capsule forms, as well as medical devices through Canopy
Growth's subsidiary, Storz & Bickel GMbH & Co. KG. From
product and process innovation to market execution, Canopy Growth
is driven by a passion for leadership and a commitment to building
a world-class cannabis company one product, site and country at a
time.
Canopy Growth's medical division, Spectrum Therapeutics is
proudly dedicated to educating healthcare practitioners, conducting
robust clinical research, and furthering the public's understanding
of cannabis, and has devoted millions of dollars toward cutting
edge, commercializable research and IP development. Spectrum
Therapeutics sells a range of full-spectrum products using its
colour-coded classification Spectrum system as well as single
cannabinoid Dronabinol under the brand Bionorica Ethics.
Canopy Growth operates retail stores across Canada under its award-winning Tweed and Tokyo
Smoke banners. Tweed is a globally recognized cannabis brand which
has built a large and loyal following by focusing on quality
products and meaningful customer relationships.
From our historic public listing on the Toronto Stock Exchange
and New York Stock Exchange to our international expansion, pride
in advancing shareholder value through leadership is engrained in
all we do at Canopy Growth. Canopy Growth has established
partnerships with leading sector names including cannabis icons
Snoop Dogg and Seth Rogen, breeding
legends DNA Genetics and Green House Seeds, as well as lifestyle
guru Martha Stewart and Fortune 500
alcohol leader Constellation Brands, to name but a few. For more
information visit www.canopygrowth.com
About Acreage
Headquartered in New York City,
Acreage is a vertically integrated, multi-state operator of
cannabis licenses and assets in the U.S. Acreage is dedicated to
building and scaling operations to create a seamless,
consumer-focused branded cannabis experience. Acreage debuted its
national retail store brand, The Botanist in 2018 and its
award-winning consumer brands, The Botanist and Live Resin Project
in 2019.
On June 27, 2019, Acreage
implemented an arrangement under section 288 of the Business
Corporations Act (British
Columbia) (the "Current Arrangement") with Canopy
Growth pursuant to the arrangement agreement between Acreage and
Canopy Growth dated April 18, 2019,
as amended on May 15, 2019 (the
"Arrangement Agreement"). On June
24, 2020, Canopy Growth and Acreage entered into an
agreement (the "Proposal Agreement") proposing to implement
the Amended Arrangement. Pursuant to the Current Arrangement, upon
the occurrence of changes to federal laws in the United States to permit the general
cultivation, distribution and possession of marijuana or to remove
the regulation of such activities from the federal laws of
the United States (the
"Triggering Event") (or waiver of the Triggering Event by
Canopy Growth), Canopy Growth will, subject to the satisfaction or
waiver of certain closing conditions, acquire (the
"Acquisition") each Subordinate Voting Share (following
the automatic conversion of the Class B proportionate voting
shares (the "Proportionate Voting Shares") and Class C
multiple voting shares (the "Multiple Voting Shares") into
Subordinate Voting Shares) on the basis of 0.5818 of a common
share of Canopy Growth (each whole share, a "Canopy Growth
Share") per Subordinate Voting Share (subject to adjustment in
accordance with the terms of the Arrangement Agreement), until
such time as amended in accordance with the Amended
Arrangement.
The Amended Arrangement will result in, among other
things, each Subordinate Voting Share will be exchanged for
0.7 of a Class E subordinate voting share (each whole share, a
"Fixed Share") and 0.3 of a Class D subordinate voting
share (each whole share, a "Floating Share"), each
Proportionate Voting Share will be exchanged for 28 Fixed Shares
and 12 Floating Shares and each Multiple Voting Share will be
exchanged for 0.7 of a Class F multiple voting share (each whole
share, a "Fixed Multiple Share") and 0.3 of a Floating
Share. In addition to various amendments to the covenants,
restrictions and closing conditions contained in the Arrangement
Agreement, the Amended Arrangement will provide (i) that upon the
occurrence (or waiver of Canopy Growth) of the Triggering Event,
Canopy Growth will, subject to the satisfaction or waiver of
certain closing conditions (as amended by the Amended Arrangement),
acquire all of the issued and outstanding Fixed Shares on the
basis of 0.3048 of a Canopy Growth Share per Fixed Share
(following the automatic conversion of the Fixed Multiple Shares
and subject to adjustment in accordance with the terms of the
Arrangement Agreement, as amended by the Amended Arrangement); and
(ii) an option, exercisable at the discretion of Canopy Growth, to
acquire all of the issued and outstanding Floating Shares at the
time that Canopy Growth acquires the Fixed Shares, for cash or
Canopy Growth Shares, as Canopy Growth may determine, at a price
Per Floating Share based upon the 30-day volume-weighted average
trading price of the Floating Shares on the Canadian Securities
Exchange relative to the trading price of the Canopy Growth Shares
at the time of the occurrence or waiver of the Triggering Event,
subject to a minimum price of US$6.41
per Floating Share.
For more information about the Current Arrangement and the
Acquisition please see the respective information circulars of
each of Acreage and Canopy Growth dated May
17, 2019, which are available on Acreage's and Canopy
Growth's respective profiles on SEDAR at www.sedar.com and
filed with the SEC on the EDGAR website at www.sec.gov. For more
detailed information about the Amended Arrangement, please see
the Circular, which was filed with the SEC and is available on the
EDGAR website at www.sec.gov and on Acreage's profile on SEDAR
at www.sedar.com. For additional information regarding Canopy
Growth, please see Canopy Growth's profile on SEDAR at
www.sedar.com.
Notice Regarding Forward Looking Statements
This news release contains "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and "forward-looking information" within the
meaning of applicable Canadian 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 the Companies 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. Examples of such statements include statements with
respect to the timing of the implementation of the Amended
Arrangement, the timing of the Upfront Payment, the amount of the
Upfront Payment payable per Subordinate Voting Share (on an as
converted to Subordinate Voting Share basis), the occurrence or
waiver of the Triggering Event, the Acquisition, the satisfaction
or waiver of the closing conditions set out in the Arrangement
Agreement and the satisfaction of the conditions set out in
Proposal Agreement.
Risks, uncertainties and other factors involved with
forward-looking statements or information could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
statements or information, including the occurrence of changes in
U.S. federal laws regarding the cultivation, distribution or
possession of marijuana; the ability of the parties to satisfy, in
a timely manner, the other conditions to the implementation of the
Amended Arrangement; the likelihood of the Triggering Event being
satisfied or waived by the outside date; the ability of the
Companies to satisfy, in a timely manner, the conditions to closing
following the satisfaction or waiver of the Triggering Event; in
the event that the Amended Arrangement is not implemented, the
likelihood of completion of the Acquisition on the current terms;
in the event that the Amended Arrangement is implemented, the
likelihood of Canopy Growth completing the acquisition of the Fixed
Shares and/or Floating Shares; other expectations and assumptions
concerning the transactions contemplated between the Companies; the
available funds of Acreage and the anticipated use of such funds;
the availability of financing opportunities for Acreage and the
risks associated with the completion thereof; regulatory and
licensing risks; changes in general economic, business and
political conditions, including changes in the financial and stock
markets; risks related to infectious diseases, including the
impacts of COVID-19; legal and regulatory risks inherent in the
cannabis industry, including the global regulatory landscape and
enforcement related to cannabis, political risks and risks relating
to regulatory change; risks relating to anti-money laundering laws;
compliance with extensive government regulation and the
interpretation of various laws regulations and policies; risk
associated with divesting certain assets; public opinion and
perception of the cannabis industry; and such other risks contained
in the public filings of Canopy Growth filed with the SEC and
available on the EDGAR website at www.sec.gov and on Canopy
Growth's profile on SEDAR at www.sedar.com, including Canopy
Growth's annual report on Form 10-K for the year ended March 31, 2020 (as amended) and in the public
filings of Acreage filed with the SEC and available on the EDGAR
website at www.sec.gov and on Acreage's profile on SEDAR at
www.sedar.com, including the Circular and Acreage's annual report
on Form 10-K for the year ended December 31,
2019 (as amended).
In respect of the forward-looking statements and information,
the Companies have provided such statements and information in
reliance on certain assumptions that they believe are reasonable at
this time. Although the Companies believe that the assumptions and
factors used in preparing the forward-looking statements and
information 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
the Companies do not undertake any obligation to publicly update
such forward-looking statements or information to reflect new
information, subsequent events or otherwise unless required by
applicable securities laws.
There can be no assurance that the Acquisition, the Amended
Arrangement, the Triggering Event or the acquisition of the Fixed
Shares and/or the Floating Shares will occur, or that such events
will occur on the terms and conditions contemplated in this news
release. Actual results could differ materially from those
currently anticipated due to a number of factors and risks.
Investors are cautioned that, except as disclosed in the Circular,
any information released or received with respect to the Amended
Arrangement may not be accurate or complete and should not be
relied upon.
The Canadian Securities Exchange has not reviewed, approved
or disapproved the content of this news release.
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SOURCE Canopy Growth Corporation