Acreage Obtains Final Order for Plan of Arrangement with Canopy Growth and Confirms Record Date for Acreage Shareholders Entitled to Receive the Option Premium
NEW YORK, June 26, 2019 (GLOBE NEWSWIRE) -- On June 21, 2019, Acreage Holdings, Inc. (“Acreage”) (CSE:ACRG.U) (OTC: ACRGF) (FSE: 0ZV) obtained a final order from the Supreme Court of British Columbia approving the previously announced arrangement under section 288 of the Business Corporations Act (British Columbia) with Canopy Growth Corporation (“Canopy Growth”) (TSX:WEED) (NYSE:CGC) (together with Acreage, the “Companies”) (the “Arrangement”). On June 19, 2019, each of Acreage and Canopy Growth received all necessary shareholder approvals in connection with the Arrangement at their respective special shareholder meetings.
Pursuant to the Arrangement, Canopy Growth will be provided with the 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.
Acreage and Canopy Growth anticipate implementing the Arrangement on or about June 27, 2019 (the “Initial Effective Date”). Holders of Acreage Shares and certain securities convertible or exchangeable into Class A subordinate voting shares of Acreage (the “Subordinate Voting Shares”) as of the close of business on June 26, 2019, the business day immediately preceding the Initial Effective Date (the “Record Date”), will be entitled to receive their pro rata portion (on an as converted to Subordinate Voting Share basis) of US$300,000,000 (the “Option Premium”) being 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 the third business day following the Initial Effective Date. Pursuant to the payment of the Option Premium, each holder of Acreage Shares and certain other eligible holders of securities exchangeable for Acreage Shares will receive approximately US$2.63 per Subordinate Voting Share (on an as converted to Subordinate Voting Share basis), with the final amount to be received by each holder determined based on the number of Subordinate Voting Shares into which all of the eligible securities would be converted at the close of business on the Record Date.
Following completion of the Arrangement and 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 (each whole common share, a “Canopy Growth Share”) per subordinate voting share (subject to adjustment in accordance with the terms of the Arrangement).
The Companies believe that the Acquisition will deliver significant benefits that will help accelerate the growth of Acreage across the United States powered by the expertise of the world’s leading cannabis company. In turn, 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 the Companies or their respective 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 implementation of the Arrangement and the timing for its completion; the satisfaction of closing conditions to the Arrangement, including compliance by the Companies with various covenants contained in the arrangement agreement entered into by Acreage and Canopy Growth on April 18, 2019, as amended on May 15, 2019; the timing and outcome of the Acquisition; the anticipated benefits of the Acquisition to the Companies and their respective securityholders; and the impact of the Acquisition and anticipated growth of the Companies.
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 ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the implementation of the Arrangement; the expected timing for payment of the Option Premium; the occurrence or waiver of the Triggering Event; the ability of the Companies 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 circulars of Canopy Growth and Acreage dated May 17, 2019, in Canopy Growth’s annual information form dated June 24, 2019 and in Acreage’s annual information form dated April 24, 2019 and filed with Canadian securities regulators available on Canopy Growth and Acreage’s respective issuer profiles 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 and the anticipated timing for completion of each of the Arrangement and the Acquisition, the Companies have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although the Companies believe 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 the Companies do 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.
The Acquisition cannot close until the required regulatory approval is obtained. There can be no assurance that the Arrangement or 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 circulars of Canopy Growth and 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
Hiab secures its biggest ever commercial order18.7.2019 13:30:00 CEST | Press release
CARGOTEC CORPORATION, PRESS RELEASE, 18 JULY 2019 AT 2:30 PM EEST Hiab, part of Cargotec, has signed a record-breaking agreement to supply MOFFETT M8 55.4 NX truck mounted forklifts with five year ProCare Essential service contracts and equipped with HiConnect for each unit, with one of the largest home improvement chains in the USA. The total order value is over EUR 60 million. In the second quarter, EUR 31 million was booked in the order entry with EUR 29 million booked for the third quarter. This is Hiab’s largest ever commercial deal and ProCare contract agreement, as well as the biggest single order for the Truck Mounted Forklift Business Line. Deliveries are expected to start in the third quarter 2019 and continue until May 2020. When complete, the customer will have updated a significant portion of their fleet with new connected equipment. This will enable them to collect data from a substantial part of the fleet to improve productivity, safety and get service alerts based on ac
Sweden to issue green bonds by 202018.7.2019 13:10:00 CEST | Press release
The Swedish National Debt Office was tasked today by the Government with carrying out an issue of green bonds in 2020 at the latest. The first step will be to set up a framework for the green bonds, which will fund budget expenditure on sustainable investments and projects. "We are fully committed to implementing this assignment in an effective and transparent way. The effects of the climate and environmental measures that are funded by the State’s green bonds should be easy for investors to follow and evaluate", says Debt Office Director General Hans Lindblad. The assignment includes working together with the Government Offices to set up the ‘green framework’, which includes defining the expenditure items in the budget that will be funded by the green bonds. The Debt Office shall also analyze how to carry out the issue in an optimal way within the management of central government debt. The issuance volume shall, according to the assignment, comply with the objective of the debt manage
Riksgälden ska ge ut gröna obligationer senast 202018.7.2019 13:10:00 CEST | Pressemelding
Riksgälden har fått i uppdrag av regeringen att senast under 2020 genomföra en emission av statliga gröna obligationer, det vill säga obligationer som finansierar utgiftsposter i statens budget som går till hållbara investeringar och projekt. Nu inleds arbetet med att ta fram ett ramverk för de statliga gröna obligationerna. – Vi tar oss an uppdraget med full kraft och inleder nu vårt förberedande arbete för att genomföra det på ett effektivt och transparent sätt. Som investerare ska man tydligt kunna följa och utvärdera de miljö- och klimatsatsningar som finansierats med de statliga gröna obligationerna, säger riksgäldsdirektör Hans Lindblad. Uppdraget från regeringen omfattar att samverka med Regeringskansliet för att utarbeta det så kallade gröna ramverket. I ramverket ska det bland annat definieras vilka utgiftsposter i statens budget som ska finansieras genom de gröna obligationerna. Riksgälden ska också analysera hur emissionen ska genomföras på bästa sätt inom ramen för statssku
Cargotec’s January–June 2019 half year financial report: Good progress in Hiab and Kalmar18.7.2019 13:00:00 CEST | Press release
CARGOTEC CORPORATION, 2019 HALF YEAR FINANCIAL REPORT, 18 JULY 2019 AT 2.00 PM EEST Cargotec’s January–June 2019 half year financial report: Good progress in Hiab and Kalmar Strong profit growth in Kalmar Record high operating profit in Hiab Weak result in MacGregor April–June 2019 in brief: Operating profit increased Orders received decreased by 11 percent and totalled EUR 872 (981) million. Comparison period included a single order for Kalmar worth around EUR 80 million. Order book amounted to EUR 2,072 (31 Dec 2018: 1,995) million at the end of the period. Sales increased by 12 percent and totalled EUR 911 (816) million. Service sales increased by 5 percent and totalled EUR 259 (247) million. Service and software sales represented 33 (34) percent of consolidated sales. Operating profit was EUR 53.0 (21.3) million, representing 5.8 (2.6) percent of sales. Comparable operating profit increased by 12 percent and amounted to EUR 64.3 (57.2) million, representing 7.1 (7.0) percent of sal
Orange Belgium launches Love Duo, the mobile and fixed internet pack intended for cord-cutters18.7.2019 08:52:00 CEST | Press release
Press release Brussels, 18 July 2019 Orange Belgium launches Love Duo, the mobile and fixed internet pack intended for cord-cutters In keeping with its bold challenger role, Orange Belgium is once again offering consumers a choice. Henceforth they will only pay for the services they really need. Love Duo is a mobile subscription à la carte, to which is added the fixed internet access for packs costing between 42 and 64 euros, depending on the desired volumes of voice and data. After launching the first unlimited mobile subscription in Belgium, Orange Belgium went and did it again with the first unlimited convergent offer. Since its launch, the Love offer has succeeded in attracting over 200,000 customers, upending the convergent offers market in its wake. Orange Belgium is now attacking one of the main nodal points of the Belgian telecom market by launching Love Duo, a pack including only a mobile subscription and ultrafast and unlimited fixed internet. An offer intended first and fore
Statkraft AS: Resultat for andre kvartal 201918.7.2019 08:00:00 CEST | Pressemelding
Markedsaktiviteter og høyere kraftproduksjon løftet kvartalsresultatet (Oslo, 18. juli 2019) Statkraft oppnådde et underliggende driftsresultat på 2619 millioner kroner i andre kvartal. Dette var en økning på 1190 millioner kroner fra tilsvarende periode i fjor. Økningen skyldtes hovedsakelig forbedret resultat fra Markedsoperasjoner og høyere kraftproduksjon. Gjennomsnittlig nordisk systempris i kvartalet var 35,6 EUR/MWh, en nedgang på 9 prosent sammenlignet med samme kvartal i 2018. Statkrafts totale kraftproduksjon ble 12,3 TWh, en økning på 0,9 TWh. Resultat etter skatt endte på 2123 millioner kroner. Dette er en økning på 1852 millioner kroner. I første halvår oppnådde Statkraft et underliggende driftsresultat på 9049 millioner kroner, en forbedring på 1659 millioner kroner sammenlignet med samme periode i 2018. Hoveddriverne for forbedringen var høyere bidrag fra handelsaktivitetene i segmentet Markedsoperasjoner. Resultat etter skatt for første halvår endte på 6874 million kron