The board of directors of the Company (the “Company Board”) has determined that the Arrangement is in the best interests of the Company and fair to the Company Shareholders, and unanimously recommends that Company Shareholders vote in favour of the Arrangement Resolution at the Meeting.
Subject to receipt of all regulatory, court, shareholder and stock exchange approvals, the satisfaction of customary conditions precedent in transactions of this nature and the satisfaction of certain other specified conditions precedent set out in the arrangement agreement dated
Voting and Participation at the Meeting
The Company remains mindful of the well-being of the Company Shareholders and other stakeholders of the Company amid the ongoing concerns regarding the Coronavirus (COVID-19) outbreak, and accordingly, the Meeting will be held exclusively as a virtual (by electronic means) shareholder meeting. Company Shareholders will not be able to attend the Meeting in person. The Meeting will be held via live audio webcast available online using the LUMI meeting platform at https://web.lumiagm.com/418612599 on
At the Meeting, Company Shareholders will be asked to consider and, if thought advisable, approve, with or without variation, the Arrangement Resolution. To become effective, the Arrangement Resolution must be approved at the Meeting by the affirmative vote of (i) at least 66 2/3% of the votes cast by Company Shareholders virtually present or represented by proxy at the Meeting and entitled to vote thereat, and (ii) a simple majority of the votes cast by Company Shareholders virtually present or represented by proxy at the Meeting and entitled to vote thereat, excluding the votes of persons whose votes must be excluded in accordance with MI 61-101 – Protection of Minority Security Holders in Special Transactions (as described in greater detail in the Information Circular).
Your vote is important regardless of the number of Common Shares you own. All Company Shareholders are encouraged to deposit their proxies before
Benefits to Company Shareholders
In recommending that Company Shareholders vote in favour of the Arrangement, the Company Board considered a number of factors, including, among others:
- Ownership in a Larger,
Stronger Companyfocused on Cannabis Production. On June 1, 2021, HEXO completed its previously announced plan of arrangement transaction with Zenabis Global Inc., following which the combined organization is one of the top-three Canadian Licensed Producers, as such term is defined in the Cannabis Act ( Canada) (“Licensed Producer“) in terms of combined Canadian recreational cannabis sales (based on the most recently filed quarterly financial information of the top five Licensed Producers in Canada). Assuming completion of HEXO’s proposed transaction (as announced by HEXO on May 28, 2021) to acquire RedeCan, presently Canada’slargest privately-owned Licensed Producer, the resulting issuer would hold the number one market share in the Canadian recreational cannabis market and the number one position in four of Canada’slargest markets: Alberta, British Columbia, Quebec, and Ontario. Following completion of the Arrangement, Company Shareholders will have an ownership interest in the combined organization, which is expected to have an enhanced capital markets profile, and a robust financial profile with a strong balance sheet and financial position in terms of debt, low depreciable capital base and working capital.
- Enhancing Shareholder Value. In the Company Board’s view, the Company and Company Shareholders should ultimately benefit from what it believes to be a lower cost of capital at HEXO than at the Company, and following completion of the Arrangement, the addition of the Company’s innovative product offerings (including topicals, bath, and intimacy products) to HEXO’s existing product offerings would be expected to provide a strong base for potential future consumer packaged goods partnerships in
the United States, Canadaand internationally, further enhancing shareholder value.
- Premium to Company Shareholders. The exchange ratio (being, 0.02366 of a common share of HEXO (each whole share, a “HEXO Share“) in exchange for each Common Share) implies a premium per Company Share of approximately 20%, based on the 10-day volume-weighted average price of the Common Shares on the
TSX Venture Exchangeand the HEXO Shares on the Toronto Stock Exchangeas of the close of markets on May 14, 2021, and then takes into account an adjustment for 50% of the $5,000,000 millionbridge loan advanced by HEXO to the Company in June 2021(as described in greater detail in the Information Circular).
- Shareholders Will Participate in the Business of the Resulting Issuer. Following the completion of the Arrangement, 48North Shareholders will hold shares of the combined organization and will participate in any future increases in value of the shares.
The foregoing summary is not intended to be exhaustive and is qualified in its entirety by the detailed discussion and description thereof in the Information Circular
Shareholder Questions and Assistance
If you have questions regarding the Arrangement or require assistance with voting or delivery of your form of proxy, please contact the Company’s proxy solicitation agent,
Company Shareholders are encouraged to carefully read the Meeting Materials, which are available on the Company’s website at https://48nrth.com/meetingmaterial2021/ and under the Company’s profile on SEDAR at www.sedar.com. The Meeting Materials have also been mailed to the Company Shareholders.
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to (i) the anticipated benefits of the Arrangement to the Company Shareholders (including, without limitation, each of the benefits described under the heading “Benefits to Company Shareholders”), (ii) HEXO holding the number one market-share in the Canadian recreational cannabis market and the number one positions in four of
Forward-looking statements are based on certain current expectations, estimates, projections, and assumptions of the Company, including, without limitation, (i) with respect to the completion of the Arrangement, (ii) with respect to anticipated benefits from the Arrangement, (iii) with respect to the expected growth, results of operations, and performance of HEXO and the Company, as well as industry trends and growth opportunities, (ii) with respect to the ability of HEXO and the Company to receive, in a timely manner, the requisite regulatory, court, shareholder and stock exchange approvals) and satisfy, in a timely manner, all conditions precedent to the closing of the Arrangement. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, (i) risks associated with the delay or failure to receive regulatory approvals with respect to the Arrangement, (ii) the Arrangement not proceeding or anticipated synergies not materializing as anticipated, or at all, (iii) the ability of HEXO to implement its business strategies, (iv) the cannabis industry generally, including changing industry trends, (v) future legistive, tax and regulatory developments, (vi) competition, (vii) general business, economic, competitive, political, regulatory and social uncertainties and conditions, (viii) adverse industry events, including loss of markets, (ix) the COVID-19 pandemic nationally and globally, which could have a material adverse impact on the business, operations and financial results of the Company and/or HEXO and on public markets generally, and * such other risks. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof, and thus are subject to change hereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in the Company’s public filings.
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