TORONTO, April 25, 2019 /CNW/ - Newstrike Brands
Ltd. (TSX-V:HIP) ("Newstrike" or the "Company")
today announced that it has filed a Management Information Circular
("Information Circular") and related voting materials in connection
with the annual and special meeting of Shareholders to be held on
May 17, 2019 (the "Meeting"). The
purpose of the Meeting is to approve the definitive arrangement
agreement (the "Arrangement Agreement") under which HEXO Corp
("HEXO") (TSX: HEXO; NYSE-A: HEXO) will acquire, by way of a plan
of arrangement under the Business Corporations Act (Ontario), all of Newstrike's issued and
outstanding common shares in an all-share transaction (the
"Transaction").
Meeting materials will be delivered by mail to Newstrike
shareholders of record at the close of business on April 12, 2019, who are entitled to receive
notice of and vote at the Meeting. The meeting materials are also
available on SEDAR at www.sedar.com.
Your vote is important. Newstrike encourages shareholders to
read the meeting materials in detail. Proxy or voting instructions
from Newstrike shareholders must be received by no later than
2:00 p.m. (Toronto time) on May
15, 2019.
HEXO has entered into irrevocable hard voting support agreements
with certain of Newstrike's directors and officers, along with
certain other shareholders of Newstrike, representing in aggregate
38.3% of Newstrike's issued and outstanding common shares.
Upon the completion of the Arrangement, the combined HEXO and
Newstrike business is expected to be a market leader as one of the
largest cannabis-based companies by consumer access and product
supply in Canada. The combined
entity will be well positioned to offer a diversity of products for
multiple applications and increasing competitiveness. In addition
to these strategic benefits, it is expected that the combined
entity will deliver significant cost savings through operational
and infrastructure synergies.
Recommendation of the Board of Directors
The board of directors of Newstrike has reviewed the terms and
conditions of the Arrangement Agreement. After careful
consideration of, among other things, the recommendations and
reasons of the Newstrike Special Committee (as defined in the
Information Circular), the Fairness Opinion (as defined in the
Information Circular), advice of legal and financial advisors and
such other matters as it considered relevant, the board of
directors of Newstrike has unanimously determined that the
execution, delivery and performance of the Arrangement Agreement is
in the best interests of Newstrike and the Arrangement Agreement is
fair to the Newstrike shareholders.
Accordingly, the board of directors of Newstrike unanimously
recommends that the Newstrike shareholders vote in favour of the
Transaction.
If you have questions or require more information with regard to
the procedures for voting, please contact TSX Trust Company, by
telephone at 1-866-600-5869 (toll free in North America) or 416-342-7091, by facsimile
at 416-361-0470 or by email at tmxeinvestorservices@tmx.com.
About Newstrike and Up Cannabis
Newstrike is the parent company of Up Cannabis Inc., a licenced
producer of cannabis that is licenced to both cultivate and sell
cannabis in all acceptable forms. Newstrike, through Up Cannabis
and together with select strategic partners, including Canada's iconic musicians The Tragically Hip,
is developing a diverse network of high quality cannabis brands.
For more information, visit http://www.up.ca or
http://www.newstrike.ca
Forward-Looking Information
This news release contains forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Newstrike to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Forward-looking
statements in this news release include, but are not limited to:
statements with respect to the completion of the Transaction and
the timing for its completion; the satisfaction of closing
conditions which include, without limitation (i) required Newstrike
shareholder approval, (ii) necessary court approvals in connection
with the plan of arrangement, (iii) receipt of any required
approvals under the Competition Act, (iv) certain termination
rights available to the parties under the Arrangement Agreement,
(v) HEXO obtaining the necessary approvals from the TSX and the
NYSE American for the listing of its common shares in connection
with the Transaction (vi). Newstrike receiving approval for the
delisting of its shares on the TSX-V and (vii) other closing
conditions, including compliance by HEXO and Newstrike with various
covenants contained in the Arrangement Agreement. Often, but
not always, forward-looking statements 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.
Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this press
release. Since forward-looking statements and information address
future events and conditions, by their very nature they involve
inherent risks and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Readers are
cautioned that the foregoing list of factors is not exhaustive. The
forward-looking statements contained in this news release are made
as of the date of this release and, accordingly, are subject to
change after such date.
Newstrike does not assume any obligation to update or revise any
forward-looking statements, whether written or oral, that may be
made from time to time by us or on our behalf, except as required
by applicable law.
Neither 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 Newstrike Brands Ltd.