Deal Part of LiveWell's Transformation to A
Global CBD Leader
/NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
OTTAWA, Dec. 19, 2018 /CNW Telbec/ - LiveWell Canada Inc.
("LiveWell" or the "Company"), (CSE: LVWL), is
pleased to announce that on December 14,
2018, it signed the definitive agreement with Acenzia Inc.,
a leading developer and manufacturer of natural health products and
supplements in Tecumseh,
Ontario, to acquire 100% of Acenzia Inc.'s common shares (the
"Transaction"), for a total purchase price of $20 million. LiveWell previously announced the
binding letter of intent to acquire Acenzia on October 5, 2018.
The Transaction is part of LiveWell's transformation to a global
CBD life sciences company focused on quality products and
functional outcomes. Blending science and advanced manufacturing,
Acenzia is an innovator in rapid product development and
therapeutics specific to particular medical conditions. These
capabilities will further LiveWell's health-related research in CBD
and other cannabinoids and fast-track the Company's CBD product
development.
"Leveraging strategic partnerships are key to scaling quickly
and capitalizing on the immense and immediate market
opportunities," said David
Rendimonti, President and CEO of LiveWell. "The acquisition
of Acenzia represents an opportunity for proprietary brand insight
and product innovation. Their advanced therapeutics and
easy-to-access diagnostics fall into a category of their own," he
added.
"The synergies of this merger create unparalleled potential in
healthcare innovation. We are extremely excited to contribute our
technology, insight and passion alongside this tremendously capable
team," said Grant Bourdeau, one of
the two co-founders of Acenzia, along with Indrajit Sinha, who will both join the
leadership team at LiveWell.
"CBD will rewrite the history of how the delivery of healthcare
is viewed. The opportunity to be part of this only comes around
once in a lifetime," said Dr. Sinha.
Transaction Summary
The composition of the total
$20 million purchase consideration
remains consistent as previously announced on October 5, 2018, except that shareholders have
accepted promissory notes for the $2
million cash portion of the total purchase
consideration. The promissory notes bear a 10% annual interest
and mature on June 30, 2019.
As part of this acquisition, LiveWell will issue 21,428,571
common shares at $0.84 each to the
shareholders of Acenzia at closing, which is expected to take place
in the next few weeks. Further, a loan provider of $750,000 to Acenzia Inc. agreed to convert 50% or
$375,000 to common shares of LiveWell
at $0.84 each, for a total of 446,428
common shares.
A finder's fee of $70,000 will be
payable under this Transaction.
About Livewell
LiveWell is an innovative Canadian hemp
and cannabis company focused on advanced research on CBD and other
cannabinoids, as well as developing, marketing and distributing
consumer health and wellness products.
Cautionary Note Regarding Forward-Looking
Statements
This release includes forward-looking
statements about the Company and its business. Often, but not
always, forward-looking statements can be identified by the use of
words such as "plan", "continue", "expect", "schedule", "project",
"intend", "believe", "anticipate", "estimate", "may", "will",
"potential", "proposed" and other similar words, or statements
(including negative variations) that certain events or conditions
"may" or "will" occur. Such statements are based on the
current expectations of management. The forward-looking events and
circumstances discussed in this release may not occur by certain
specified dates or at all and could differ materially as a result
of unknown and known risk factors and uncertainties affecting the
Company. Further, the Company cautions that this foregoing list of
material factors is not exhaustive, and readers are encouraged to
read all Risk Factors disclosed in the Company's Management
Discussion & Analysis dated October 26,
2018.
In respect of the forward-looking statements and information
concerning the anticipated benefits of the Transaction, including
the anticipated timing for closing, the Company has provided such
statements and information in reliance on certain assumptions that
it believes are reasonable at this time.
The forward-looking information contained in this press
release represents expectations of the Company as of the date of
this press release and accordingly, is subject to change after such
date. Readers should not place undue importance on forward-looking
information and should not rely upon this information as of any
other date. While the Company may elect to, it does not undertake
to update this information at any particular time except as
required in accordance with applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation
Services Provider accepts responsibility for the adequacy or
accuracy of this release.
For more information, visit livewellcorp.com.
SOURCE LiveWell Canada Inc.