Item 7.01. Regulation FD Disclosure.
On May 10, 2021, Harvest Health & Recreation Inc., a
British Columbia corporation (“Harvest”), and Trulieve Cannabis
Corp., a British Columbia corporation (“Trulieve”), announced the
execution of an Arrangement Agreement (the “Arrangement
Agreement”), by and between Trulieve and Harvest. Furnished as
Exhibit 99.1 hereto and incorporated into this Item 7.01 by
reference is an investor presentation that Trulieve and Harvest
issued in connection with the transaction.
The information in this Item 7.01, including Exhibit 99.1, is being
furnished pursuant to Item 7.01 and will not be deemed to be filed
for purposes of Section 18 of the Securities and Exchange Act
of 1934, as amended, or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference
in any filing under the Securities Act or the Exchange Act.
Item 8.01. Other Events.
On May 10, 2021, Harvest and Trulieve issued a joint press
release announcing the execution of the Arrangement Agreement, by
and between Harvest and Trulieve.
A copy of the joint press release is furnished as Exhibit 99.2
hereto and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed transaction, Harvest will file a
management information circular and proxy statement on Schedule 14A
containing important information about the proposed transaction and
related matters. Additionally, Harvest and Trulieve will file other
relevant materials in connection with the proposed transaction with
applicable securities regulatory authorities. Investors and
security holders of Harvest are urged to carefully read the entire
management information circular and proxy statement (including any
amendments or supplements to such documents) when such document
becomes available before making any voting decision with respect to
the proposed transaction because they will contain important
information about the proposed transaction and the parties to the
transaction. The Harvest management information circular and proxy
statement will be mailed to Harvest shareholders, as well as be
accessible on the EDGAR and SEDAR profile of Harvest.
Investors and security holders of Harvest will be able to obtain a
free copy of the management information circular and proxy
statement, as well as other relevant filings containing information
about Harvest and the proposed transaction, including materials
that will be incorporated by reference into the management
information circular and proxy statement, without charge, at the
Securities and Exchange Commission’s (the “SEC”) website
(www.sec.gov) or from Harvest by going to Harvest’s Investor
Relations page on its website at
Participants in the Solicitation
Harvest and certain of its respective directors, executive officers
and employees may be deemed to be participants in the solicitation
of Harvest proxies in respect of the proposed transaction.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Harvest
shareholders in connection with the proposed transaction will be
set forth in the Harvest management information circular and proxy
statement for the proposed transaction when available. Other
information regarding the participants in the Harvest proxy
solicitation and a description of their direct and indirect
interests in the proposed transaction, by security holdings or
otherwise, will be contained in such management information
circular and proxy statement and other relevant materials to be
filed with the SEC in connection with the proposed transaction.
Copies of these documents may be obtained, free of charge, from the
SEC or Harvest as described in the preceding paragraph.