- Offer now valued during $24.00 per CanniMed share
- 56.9% reward to CanniMed shutting cost before to Aurora’s takeover offer announcement
- Lockup agreements already in place with shareholders holding 38% of CanniMed shares, including CanniMed’s 3 largest shareholders
TSX:ACB
VANCOUVER, Nov. 24, 2017 /CNW/ – Aurora Cannabis Inc. (the “Company” or “Aurora“) (TSX: ACB) announced now that, serve to a press recover of November 17, 2017, it has rigourously commenced a offer (the “Offer“) to squeeze all of a released and superb common shares (the “CanniMed Shares“) of CanniMed Therapeutics Inc. (“CanniMed“) (TSX: CMED) for care consisting of common shares of Aurora (the “Aurora Shares“).
Notice and proclamation of a Offer was placed in a November 24, 2017 book of a Globe Mail, and a takeover bid round will be mailed to CanniMed shareholders. In addition, Aurora will record a offer and takeover bid round and associated papers (the “Offer Documents”) on SEDAR. The Offer Documents will also be accessible on Aurora’s website during www.auroramj.com and shareholders are invited to revisit cannimed.auroramj.com for serve information.
The cost being charity by Aurora for any CanniMed Share, that would now be homogeneous to a Cap Price (as such tenure is tangible below) of $24.00 payable in Aurora Shares given Aurora’s shutting share cost of $6.42 on November 22, 2017, represents a constrained reward of 56.9% over a shutting cost of CanniMed Shares on November 14, 2017 (the final day before to a open avowal of Aurora’s goal to pursue a multiple with CanniMed), and a 74.7% reward over a volume weighted normal cost (“VWAP“) for CanniMed Shares for a final 20 trade days finished November 14, 2017.
Terms of a Offer
The Offer will yield holders of CanniMed Shares with 4.52586207 Aurora Shares for any CanniMed Share, theme to a limit of $24.00 (the “Cap Price“) in Aurora Shares. If, on a progressing of a expiry time of a Offer and a date on that all conditions to a Offer have been satisfied, a 20-day volume weighted normal cost (the “Calculation Date VWAP“) of Aurora Shares traded on a TSX is larger than $5.30 per Aurora Share, a series of Aurora Shares that a hilt of CanniMed Shares will accept will be distributed by dividing a Cap Price of $24.00 by a Calculation Date VWAP.
The Offer will be sojourn open for acceptance until 11:59 p.m. (Pacific time) on March 9, 2018. Subject to germane bonds laws, a deposition duration might be extended, or in certain resources reduced, by Aurora. In light of CanniMed’s due choice transaction with Newstrike Resources Ltd. (the “Newstrike Resources Alternative Transaction“), Aurora has practical to a Financial and Consumer Affairs Authority of Saskatchewan and a Ontario Securities Commission to obtain an sequence shortening a smallest deposition duration for a Offer in sequence to concede CanniMed’s shareholders to cruise a Offer parallel with a Newstrike Resources Alternative Transaction. CanniMed shareholders are advised, however, that there is no declaration such service will be obtained.
Compelling Strategic Rationale for a Aurora-CanniMed Combination
Aurora continues to trust that a multiple of a dual companies is intensely compelling, in a best seductiveness of both CanniMed’s and Aurora’s shareholders, and will accelerate enlargement and shareholder value origination for a total entity, serve fluctuating Aurora’s care position within a tellurian cannabis sector.
“We are vehement to be means to benefaction this offer to CanniMed’s shareholders. We are assured that they will find a poignant reward we are charity on CanniMed’s shares is rarely attractive, and is amplified by a event to attend in a enlargement of a total association by Aurora’s common shares,” pronounced Terry Booth, CEO of Aurora. “Our ability to clear value is one of a pushing army behind a offer, as we trust that we will be means to accelerate CanniMed’s enlargement some-more effectively than stream management, and so we entice and inspire CanniMed’s shareholders to offer their shares to a bid.”
By mixing with Aurora, CanniMed will be means to precedence certain of Aurora’s strengths to enhance a business. The total association will have an stretched geographic footprint, augmenting prolongation capacity, an stretched product portfolio and other synergistic benefits, such as:
- Increased Oil Production. High throughput oil prolongation by Aurora’s vital descent partner, Radient Technologies Inc., to prove flourishing general demand;
- CanvasRx. Aurora’s unconditionally owned subsidiary, CanvasRx Inc., is a attention heading medicine preparation and studious counselling services company, carrying helped over 35,000 patients register with protected producers;
- Accelerated Growth Through Innovation. CanniMed will be means to precedence Aurora’s zone care in execution, record formation and origination for a purpose of accelerating enlargement and enlargement potential;
- eCommerce. CanniMed will have entrance to Aurora’s e-commerce platform, including a usually mobile app in Canada that enables patron purchases;
- Same Day Delivery. CanniMed will have entrance to Aurora’s same-day smoothness capabilities; and
- Strong Cash Position and Balance Sheet to Support Additional Growth. Aurora`s sector-leading money position and change piece will capacitate faster roll-out of initiatives for CanniMed to accelerate growth.
In serve to Aurora’s standalone strengths, that can be leveraged to build CanniMed’s code and revenues, a total Aurora-CanniMed would have:
- Over 130,000 kg of Funded Capacity. Funded ability of over 130,000 kilograms of annual prolongation (including both stream comforts and comforts underneath construction), with poignant additional ability designed and funded;
- Expanded International Presence – A strengthened general participation with operations and agreements opposite North America, a European Union, Australia, South Africa, and a Cayman Islands;
- 6 State-of-the-Art Facilities. Significant cultivation ability with 6 state-of-the-art facilities;
- Increased Export Capacity. Multiple EU GMP-compliant prolongation comforts and significantly augmenting trade capacity;
- Genetics. Expansion of both companies’ portfolio of genetics;
- Broader Product Portfolio. The multiple of any company’s product lines will enlarge a series of product offerings, smoothness mechanisms, and devices;
- Strategic Product Synergies. Complementary product offerings that will yield improved opportunities for marketplace invasion in new sectors; and
- Improved Yields. Expected extended prolongation yields and product peculiarity by cross-application of exclusive technologies and egghead skill from any of Aurora and CanniMed.
Reasons to Tender to a Aurora-CanniMed Combination
Among other reasons, CanniMed’s shareholders are speedy to offer their shares to a Offer because:
- Receive a Premium vs. Pay a Premium. The Offer provides CanniMed Shareholders a event to accept a 56.9% reward over a shutting cost of CanniMed Shares on November 14, 2017, a final day before to a open avowal of Aurora’s goal to pursue a multiple with CanniMed, and a 74.7% reward over a VWAP over a final twenty trade days finished on November 14, 2017. In contrast, a Newstrike Resources Alternative Transaction has CanniMed Shareholders profitable a 26% reward to a Newstrike shutting cost as during November 6, 2017, a final day before to marketplace conjecture in Newstrike shares.
- High Likelihood of Completion. Aurora believes that there is a high odds that some-more than 66 2/3% of a superb shares will be tendered to a Offer, and therefore a Offer will be successful, given that a Offer is already upheld by 38% of CanniMed Shareholders (the “Locked-Up Shareholders“).
- Support of Major Shareholders. The Locked-up Shareholders embody CanniMed’s 3 largest shareholders, that paint 38% of CanniMed Shares. The Locked-up Shareholders have already concluded to offer their shares in foster of a Offer and are precluded from tendering any of their common shares in foster of any other competing merger offer relating to CanniMed.
- Potential for Downward Share Price Impact if Offer is Not Accepted. The Offer represents a poignant reward to a marketplace cost of CanniMed Shares before to a open proclamation of Aurora’s seductiveness to acquire CanniMed. Given a Lock-Up Agreements, Aurora believes it will be intensely formidable for CanniMed to ensue with an choice competing transaction to a Offer. If a Offer is not successful and no competing transaction is made, Aurora believes a trade cost of CanniMed shares might decrease to pre-Offer levels.
- Continued Participation with an Industry Leader. Aurora has fast turn a globally poignant cannabis association with a proven lane record of well-developed shareholder value creation. Since receiving a initial permit to favour from Health Canada in February 2015, Aurora has finished a series of acquisitions and investments, finished collateral programs to enhance facilities, and grown selling and smoothness capabilities, demonstrating an ability to be agile, innovative and govern a business plans. The Offer provides CanniMed shareholders a event to continue to attend in a constrained attention enlargement alongside a determined and successful lane record of Aurora.
- Increased Scale, Capital Markets Presence and Access to Capital. The pro forma total association would have, shaped on a stream trade cost of a Aurora Shares, a marketplace capitalization coming $3.5 billion, in serve to significantly extended liquidity relations to CanniMed, providing larger entrance to capital. Aurora has money of some-more than $180 million (increasing to $340 million on execution of a stream collateral initiatives), relations to usually $54 million for CanniMed shaped on a many new quarterly financial statements. Aurora’s capitalization creates it good positioned to continue posterior a assertive tellurian enlargement and split strategy.
Conditions of a Offer
The Offer is theme to a series of prevalent conditions, including: (i) there being deposited underneath a Offer, and not withdrawn, during slightest 66⅔% of a superb CanniMed Shares (calculated on a entirely diluted basis), incompatible any CanniMed Shares hold by Aurora; (ii) a due merger of Newstrike Resources Inc. announced by CanniMed in a new recover of November 17, 2017 shall not have proceeded, and shall have been terminated; (iii) receipt of all governmental, regulatory and third celebration approvals that Aurora considers compulsory or fascinating in tie with a Offer; (iv) no element inauspicious change carrying occurred in a business, affairs, prospects or resources of CanniMed; and (v) a smallest offer and other conditions set out in National Instrument 62-104 Take-Over Bids and Issuer Bids. In addition, in suitability with a policies of a TSX, Aurora requires a capitulation of a shareholders to emanate a Aurora Shares to be distributed by it in tie with a Offer. Aurora will call a assembly of a shareholders to cruise a fortitude to approve a distribution of Aurora Shares in tie with a Offer in early 2018.
Acknowledgement of CanniMed Special Committee
Aurora acknowledges that, as announced in a press recover on November 22, 2017, a Board of Directors of CanniMed has shaped a Special Committee to examination a Offer, and Aurora stays open to a discourse whereby a parties can work toward a constructive, jointly acceptable transaction in a timely manner.
“The initial preference of CanniMed not to try a offer was unfortunate.” pronounced Ronan Levy, Aurora’s Vice President of Business and Corporate Affairs. “However, we are carefree that CanniMed’s Special Committee will see, as we do, that a financial and vital rationales for a multiple with Aurora are compelling, and that a transaction is in a best interests of CanniMed’s shareholders. We sojourn accessible for prolific conversations with a Special Committee such that a advantages of a multiple can start to be satisfied by a shareholders of both of a companies as shortly as possible.”
Advisors
Aurora has defended Canaccord Genuity Corp. as a financial confidant in tie with a Offer. McMillan LLP is behaving as a authorised confidant to Aurora for a Offer. Laurel Hill Advisory Group has also been defended by Aurora as a Depositary and Information Agent in tie with a Offer. Shareholders with questions per Aurora’s Offer can hit Laurel Hill during 1-877-452-7184 (or +1-416-304-0211 – collect call for shareholders outward North America).
About Aurora
Aurora’s wholly-owned subsidiary, Aurora Cannabis Enterprises Inc., is a protected writer of medical cannabis pursuant to Health Canada’s Access to Cannabis for Medical Purposes Regulations (“ACMPR”). The Company operates a 55,200 block foot, state-of-the-art prolongation trickery in Mountain View County, Alberta, famous as “Aurora Mountain”, a second 40,000 block feet high-technology prolongation trickery famous as “Aurora Vie” in Pointe-Claire, Quebec on Montreal’s West Island, and is now constructing an 800,000 block feet prolongation facility, famous as “Aurora Sky”, during a Edmonton International Airport.
In addition, a Company binds approximately 9.6% of a released shares (12.9% on a fully-diluted basis) in heading descent record association Radient Technologies Inc., shaped in Edmonton, and is in a routine of completing an investment in Edmonton-based Hempco Food and Fiber for an tenure interest of adult to 50.1%. Furthermore, Aurora is a cornerstone financier with a 19.9% interest in Cann Group Limited, a initial Australian association protected to control investigate on and favour medical cannabis. Aurora also owns Pedanios, a heading indiscriminate importer, exporter, and distributor of medical cannabis in a European Union, shaped in Germany. The Company offers serve split by a merger of BC Northern Lights Ltd. and Urban Cultivator Inc., attention leaders, respectively, in a prolongation and sale of exclusive systems for a safe, fit and high-yield indoor cultivation of cannabis, and in state-of-the-art indoor gardening appliances for a cultivation of organic microgreens, vegetables and spices in home and veteran kitchens. Aurora’s common shares trade on a TSX underneath a pitch “ACB”.
On interest of a Board of Directors,
AURORA CANNABIS INC.
Terry Booth
CEO
SHAREHOLDER QUESTIONS
Questions might be destined to Aurora’s Depositary and Information Agent at:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com
This news recover contains certain “forward-looking statements” within a definition of such statements underneath germane bonds law. Forward-looking statements are frequently characterized by difference such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other identical words, or statements that certain events or conditions “may” or “will” occur. These statements are usually predictions. Forward looking statements in recover embody statements per a due terms of a business multiple of Aurora with CanniMed (the “Combination”), a timing or intensity for discussions per a Combination, a approaching advantages of a Combination, and a expected marketplace capitalization of a total entity. Various assumptions were used in sketch a conclusions or creation a projections contained in a forward-looking statements via this news release, including assumptions shaped on CanniMed’s publicly disclosed information, and that there will be no change in a business, prospects or capitalization of CanniMed or Aurora. Forward-looking statements include, though are not singular to, a successful execution of a Offering and a use of deduction of a Offering and a Company’s goal to continue general and domestic expansion. Forward-looking statements are shaped on a opinions and estimates of government during a date a statements are done and a correctness and completeness of publicly accessible information per CanniMed, and are theme to a accumulation of risks and uncertainties and other factors that could means tangible events or formula to differ materially from those projected in a forward-looking statements. The Company is underneath no obligation, and specifically disclaims any goal or obligation, to refurbish or correct any forward-looking statements, either as a outcome of new information, destiny events or otherwise, solely as specifically compulsory by germane law. A some-more finish contention of a risks and uncertainties confronting a Company appears in a Company’s Annual Information Form and continual avowal filings, that are accessible during www.sedar.com.
In particular, this News Release contains forward-looking information concerning:
Readers are cautioned not to place undue faith on brazen looking statements.
Neither TSX nor a Regulation Services Provider (as that tenure is tangible in a policies of Toronto Stock Exchange) accepts shortcoming for a endowment or correctness of this release.
Cautionary Statement Respecting CanniMed Information
The information concerning CanniMed contained in this News Release has been taken from, or is shaped upon, publicly accessible information filed by CanniMed with bonds regulatory authorities in Canada before to a date of this News Release and other open sources. CanniMed has not reviewed this News Release and has not reliable a correctness and completeness of a CanniMed information contained herein. Neither Aurora, nor any of a officers or directors of Aurora, assumes any shortcoming for a correctness or completeness of such CanniMed information or any disaster by CanniMed to divulge events or contribution that might have occurred, or that might impact a stress or correctness of any such CanniMed information, though that are opposite to Aurora. Aurora has no means of verifying a correctness or completeness of any of a CanniMed information contained in this News Release or either there has been a disaster by CanniMed to divulge events or contribution that might have occurred or might impact a stress or correctness of any such information.
Notice to U.S. Holders
The Offer will be done for a bonds of a association shaped outward of the United States. The Offer will be theme to avowal mandate of Canada that are opposite from those of a United States. Financial statements enclosed in a documents, if any, will be prepared in suitability with Canadian accounting standards and might not be allied to a financial statements of United States companies.
It might be formidable for a securityholder in the United States to make his/her/its rights and any explain a securityholder might have outset underneath a U.S. sovereign bonds laws, given a issuer is located in Canada, and some or all of a officers or directors might be residents of Canada or another nation outward of the United States. A securityholder might not be means to sue a Canadian association or a officers or directors in a justice in Canada or elsewhere outward of the United States for violations of U.S. bonds laws. It might be formidable to enforce a Canadian association and a affiliates to theme themselves to a U.S. court’s judgment.
Securityholders should be wakeful that a issuer might squeeze bonds differently than underneath a Offer, such as in open marketplace purchases.
SOURCE Aurora Cannabis Inc.
