Acreage Implements Previously Announced Plan of Arrangement with Canopy Growth
NEW YORK, June 27, 2019 (GLOBE NEWSWIRE) -- Acreage Holdings, Inc. (“Acreage”) (CSE:ACRG.U) (OTC: ACRGF) (FSE: 0ZV) is pleased to announce the implementation of its previously announced arrangement under section 288 of the Business Corporations Act (British Columbia) with Canopy Growth Corporation (“Canopy Growth”) (TSX:WEED) (NYSE:CGC) (the “Arrangement”).
Pursuant to the Arrangement, Canopy Growth received an option (the “Canopy Growth Call Option”) to acquire all of the issued and outstanding shares in the capital of Acreage (each, an “Acreage Share”), with a requirement to do so, upon a change in federal laws in the United States to permit the general cultivation, distribution and possession of marijuana (as defined in the relevant legislation) or to remove the regulation of such activities from the federal laws of the United States (the “Triggering Event”), subject to the satisfaction of certain conditions. Canopy Growth is permitted to waive the Triggering Event.
Holders of subordinate voting shares of Acreage and certain securities convertible or exchangeable into subordinate voting shares of Acreage as of the close of business on June 26, 2019, are entitled to receive approximately $2.63, being their pro rata portion of US$300,000,000 (the “Option Premium”) paid by Canopy Growth to such persons as consideration for granting the Canopy Growth Call Option. It is expected that the Option Premium will be distributed to such holders of record on or before July 3, 2019.
Acreage will continue to operate as a stand-alone entity and to conduct its business independently, subject to compliance with certain covenants and the subordinate voting shares of Acreage will remain listed on the Canadian Securities Exchange, the OTCQX and the Frankfurt Stock Exchange.
Upon the occurrence or waiver of the Triggering Event, Canopy Growth will exercise the Canopy Growth Call Option and, subject to the satisfaction or waiver of certain closing conditions, acquire (the “Acquisition”) each of the subordinate voting shares in exchange for the payment of 0.5818 of a common share of Canopy Growth per subordinate voting share (subject to adjustment). If the Acquisition is completed, Canopy Growth will acquire all of the shares of Acreage, Acreage will become a wholly-owned subsidiary of Canopy Growth and Canopy Growth will continue the operations of Canopy Growth and Acreage on a combined basis.
Acreage believes that the Arrangement will deliver significant benefits that will help accelerate its growth across the United States powered by the expertise of the world’s leading cannabis company. In turn, upon the Acquisition, Canopy Growth shareholders will benefit from a national turnkey platform in the United States.
Headquartered in New York City, Acreage is the largest vertically integrated, multi-state owner of cannabis licenses and assets in the U.S. with respect to the number of states with cannabis related licenses, according to publicly available information. Acreage owns licenses to operate or has management or consulting services agreements in place with license holders to assist in operations in 20 states (including pending acquisitions) with a population of approximately 180 million Americans, and an estimated 2022 total addressable market of more than $17 billion in legal cannabis sales, according to Arcview Market Research. Acreage is dedicated to building and scaling operations to create a seamless, consumer-focused branded cannabis experience. Acreage’s national retail store brand, The Botanist, debuted in 2018.
This news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information 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. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Acreage or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. These forward-looking statements include, but are not limited to, statements with respect to the anticipated date for distribution of the Option Premium, the ongoing operations of Acreage and continued listing of the subordinate voting shares of Acreage, the outcome of the Acquisition; the anticipated benefits of the Arrangement and the Acquisition to Acreage and its securityholders; and the impact of the Acquisition and anticipated growth of Acreage.
Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including assumptions as to the expected timing for payment of the Option Premium; the occurrence or waiver of the Triggering Event; the ability of Acreage and Canopy Growth to satisfy, in a timely manner, the conditions to closing following the occurrence or waiver of the Triggering Event; other expectations and assumptions concerning the Acquisition; and such risks contained in the management information circular of Acreage dated May 17, 2019 and in Acreage’s annual information form dated April 24, 2019 and filed with Canadian securities regulators available on Acreage’s profile on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive.
In respect of the forward-looking statements and information concerning the anticipated benefits and completion of the Acquisition, Acreage has provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although Acreage believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and Acreage does not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
There can be no assurance that the Acquisition, including the Triggering Event, will occur, or that it will occur on the terms and conditions contemplated in this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Investors are cautioned that, except as disclosed in the management information circular of Acreage dated May 17, 2019, any information released or received with respect to the Arrangement or the Acquisition may not be accurate or complete and should not be relied upon.
One Liberty Plaza - 165 Broadway
NY 10006 New York
GlobeNewswire is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
Subscribe to releases from GlobeNewswire
Subscribe to all the latest releases from GlobeNewswire by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from GlobeNewswire
EVS Broadcast Equipment reports update of share buyback program22.7.2019 17:45:00 CEST | Press release
Publication on July 22, 2019, 5.45pm CET Regulated information – reporting share buyback EVS Broadcast Equipment S.A.: Euronext Brussels (EVS.BR), Bloomberg (EVS BB), Reuters (EVSB.BR) EVS reports update of share buyback program EVS Broadcast Equipment reports that the following transactions, conducted within the framework of the share buyback program announced on October 24, 2018, took place between July 15, 2019 and July 17, 2019. Date Number of shares acquired Average price (EUR) Total (EUR) 15/07/2019 1,856 20.3713 37,809 16/07/2019 1,760 20.0932 35,364 17/07/2019 378 20.9000 7,900 As of July 22, 2019, and since the start of the buyback program, EVS has bought 255,028 shares at an average price of EUR 20.8174, representing in total EUR 5,309,024. After aforementioned transactions the total number of own shares amounts now to 333,676 shares as of July 22, 2019 (including 93,144 shares already held by the company before the start of the share buyback program and taking into account t
Change in Amer Sports Corporation’s financial reporting schedule22.7.2019 17:15:00 CEST | Press release
Amer Sports Corporation STOCK EXCHANGE RELEASE July 22, 2019 at 6:15 p.m. Change in Amer Sports Corporation’s financial reporting schedule Amer Sports changes the publication date of its half-year financial report 2019. The updated schedule for the half-year report is 30 September, 2019 at approximately 1:00 p.m. Finnish time. The previously announced publication date was July 25, 2019. The change is related to the recent ownership change in the company. ANTA Sports Products Limited consolidates Amer Sports as an associated company in its half-year financial report which will be published on 26 August, 2019. On the same day, Amer Sports will publish a stock exchange release disclosing its financial information included in ANTA Sports’ half-year financial report. On March 28, 2019, Mascot Bidco Oy completed a voluntary recommended public cash tender offer for all the issued and outstanding shares in Amer Sports Corporation and on April 1, 2019 announced that it will exercise its redempt
Changes in Huhtamaki’s Global Executive team22.7.2019 17:00:00 CEST | Press release
HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 22.7.2019 AT 18:00 Changes in Huhtamaki’s Global Executive team Michael Orye, Executive Vice President, Fiber Packaging and a member of Huhtamaki Global Executive Team has decided to leave Huhtamaki to pursue other career opportunities. Eric Le Lay, Executive Vice President Foodservice EAO will assume the leadership and take full responsibility of Fiber Packaging in addition to his current role. This change is effective as of 22.7.2019. “I want to thank Michael for his contribution to Huhtamaki and wish him all success in his future endeavors” says Charles Héaulmé, President and CEO of Huhtamaki. Following the aforementioned change, the members of the Global Executive Team are: Charles Héaulmé (chairman), President and CEO Thomas Geust, Chief Financial Officer; Leena Lie, Senior Vice President, Marketing and Communications; Sami Pauni, Senior Vice President, Corporate Affairs and Legal, Group General Counsel; Teija Sarajärvi, Senior Vice President,
Banks net position in the Riksbank22.7.2019 16:42:00 CEST | Press release
JUL 22, 2019 SEK MILLION LENDING BORROWING 281
Metso establishes a new business services center in Vilnius22.7.2019 14:00:00 CEST | Press release
Metso establishes a new business services center in Vilnius Metso Corporation’s press release on July 22, 2019 at 15:00 EEST Metso has decided to establish a new Metso Business Services (MBS) center in Vilnius, the capital of Lithuania. The investment supports the company’s profitable growth strategy by improving operational excellence and scalability of business services. The Vilnius MBS center will initially offer services for Metso’s finance operations, later followed by logistics. The objective is to centralize the related services to the new center and thus gain benefits from process harmonization, standardization and digitalization. Initially, the center will employ some tens of experts, but the number of personnel is expected to grow in the coming years. As part of the initiative, employee negotiations have been held at Metso Minerals in Tampere, Finland, to review the possible employee arrangements and implications. Metso has decided to transfer its Financial Services operation
Radisson Hospitality AB’s Q2 Financial Report & Webcast on 26 July 201922.7.2019 12:00:00 CEST | Press release
Radisson Hospitality AB (publ) will release its Financial Report Q2-2019 on Friday 26 July 2019 at 7:30am CEST. Federico J. González-Tejera, President & CEO, and Sergio Amodeo, CFO, will also host an audio webcast on the same day, at 10:00am CEST. To access the telephone conference, please dial one of the following numbers: LOCATION PHONE NUMBER Belgium National free phone 0800 48740 Belgium +32 (0)2 400 9874 France National free phone 0805 103 028 France +33 (0)1 76 70 07 94 Norway National free phone 800 51874 Norway +47 2396 0264 Sweden National free phone 0200 125 581 Sweden +46 (0)8 5069 2180 Spain National free phone 800 098826 Spain +34 914 146 280 United Kingdom National free phone 0800 376 7922 United Kingdom +44 (0)844 571 8892 USA National free phone 1 866 966 1396 USA +1 631 510 7495 Standard international dial-in +44 (0)207 192 8000 Confirmation Code: 4689049 To follow the webcast, please visit: https://www.radissonhospitalityab.com/investors/financial-information For furt