VANCOUVER, Aug. 13, 2019
/CNW/ - Hempco Food and Fiber Inc. ("Hempco") (TSX-V: HEMP)
is pleased to announce that at today's special meeting of
shareholders of Hempco (the "Meeting"), it received
overwhelming support in favour of the previously announced proposed
transaction with Aurora Cannabis Inc. ("Aurora") (NYSE: ACB) (TSX:
ACB), wherein Aurora has agreed to acquire all issued and
outstanding common shares of Hempco not already owned by Aurora by
way of a plan of arrangement (the "Arrangement").
Of the votes cast, more than 98.84 percent of Hempco
shareholders who voted were in favour of the proposed transaction
(93.66% after excluding the votes cast by Aurora whose votes may
not be included in determining minority approval for the
Arrangement pursuant to Multilateral Instrument 61-101
Protection of Minority Security Holders in Special
Transactions) ("MI 61-101"). The Arrangement required
approval by at least two-thirds (66⅔%) of the votes cast by Hempco
shareholders present in person or by proxy and entitled to vote at
the Meeting and a majority of the votes cast by Hempco shareholders
after excluding the votes cast by Aurora.
"We are very pleased to have received such overwhelming consent
from our shareholders for this important advancement towards
Hempco's future. Assuming the timely receipt of the remaining
regulatory and Court approvals, the transaction is expected to
close quickly," said John Ross,
Hempco's Interim CEO. "I believe I speak for everyone at
Hempco when I say we very much look forward to becoming a
meaningful contributor to the overall global hemp strategy for
Aurora."
Hempco and Aurora entered into a definitive agreement on
June 28, 2019, for the proposed
acquisition of Hempco by Aurora under the Arrangement, pursuant to
which each outstanding share of Hempco not already owned by Aurora
will be exchanged for approximately 0.08659 Aurora shares.
Hempco is seeking a final order of the Supreme Court of
British Columbia to approve the
Arrangement at a hearing expected to be held on August 15, 2019. In addition to the approval of
the court, completion of the Arrangement remains subject to other
customary closing conditions, including receipt of applicable
regulatory and third-party approvals and consents as may be
required to effect and complete the transaction, including approval
of the Toronto Stock Exchange and New York Stock Exchange (in
respect of Aurora) and the TSX Venture Exchange (in respect of
Hempco). It is currently expected that, subject to satisfaction of
all closing conditions, the transaction will close by the end of
August 2019. After the completion of
the Arrangement, Hempco shares will be delisted from the TSX
Venture Exchange and Aurora will apply to the relevant securities
commissions for Hempco to cease to be a reporting issuer under
Canadian securities laws.
Further information regarding the Arrangement Agreement is
provided in Hempco's management information circular dated
July 15, 2019, in respect of the
Meeting available under Hempco's profile on SEDAR at
www.sedar.com.
About Hempco
For more than 12 years Hempco has been a trusted and respected
pioneer, innovator and provider of quality, hemp-based foods, hemp
fiber and hemp nutraceuticals. Hempco produces and markets the
brands PLANET HEMP™ and PRAISE, hemp-based foods and nutritional
supplements for people and animals. Hempco is expanding its
processing ability to meet global demands in a 56,000 sq. ft.
facility located at Nisku,
Alberta. Hempco's common shares trade on the TSX Venture
Exchange under the symbol "HEMP".
Forward looking statements
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"). Forward-looking
statements are frequently characterized by words such as "plan",
"continue", "expect", "project", "intend", "believe", "anticipate",
"estimate", "may", "will", "potential", "proposed" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. Forward-looking statements in this news
release include, but are not limited to statements with respect to
accretive earnings, future financial position and results of
operations, anticipated benefits and costs synergies associated
with the Arrangement, internal expectations, estimated margins,
expectations for future growing capacity, costs and opportunities,
liquidity of Aurora Shares, effect of the Arrangement on the
combined company and its future strategy, plans, objectives, goals,
targets and future developments, expectations for receipt of
licenses to process or distribute cannabis in legal markets, the
completion of any capital projects or expansions, the anticipated
timing for the closing of the Arrangement, the anticipated
consideration to be received by Hempco shareholders, the
satisfaction of closing conditions including: (i) necessary court
approval in connection with the Arrangement; (ii) certain
termination rights available to the parties under the Arrangement
Agreement; (iii) Hempco obtaining the necessary approvals from the
TSX-V; (iv) Aurora obtaining necessary approvals from the TSX and
NYSE for the listing of the Aurora Shares issuable under the
Arrangement; and (v) other closing conditions, including, without
limitation, the operation and performance of the Hempco business in
the ordinary course until the closing of the Arrangement. These
statements are only predictions. Various assumptions were used in
drawing the conclusions or making the projections contained in the
forward-looking statements throughout this news release.
Forward-looking statements are based on the opinions and estimates
of management of Aurora and Hempco at the date the statements are
made, and are subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
Neither Aurora nor Hempco are under any obligation, and expressly
disclaims any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
applicable law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Hempco Food and Fiber Inc.