Mr. David Doherty reports
THE GREEN ORGANIC DUTCHMAN AND TGOD ACQUISITION ANNOUNCE RECEIPT OF FINAL ORDER AND DISTRIBUTION RECORD DATE
The Green Organic Dutchman Holdings Ltd. and its wholly owned subsidiary, TGOD Acquisition Corp. (SpinCo), have received a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement under the terms and conditions of an arrangement agreement, dated Oct. 25, 2018, between Green Organic and SpinCo, as amended, whereby Green Organic will distribute to shareholders unit purchase warrants of SpinCo. The board of directors of the company has established
Jan. 31, 2019,
as the record date for the distribution.
Pursuant to the arrangement, each company shareholder of record as of the distribution record date who, in accordance with the election process discussed below, confirms that such shareholder is not a U.S. shareholder (as defined below) and elects to receive SpinCo unit warrants, will receive 0.15 of one SpinCo unit warrant for each company share held. Each SpinCo unit warrant will entitle the holder to purchase one unit of SpinCo upon (i) the holder tendering the exercise price of 50 cents per SpinCo unit to SpinCo within 30 days following the effective date of the arrangement and (ii) SpinCo obtaining a receipt for a final prospectus qualifying the distribution of the SpinCo units within 60 days following the effective date, failing which the holder will be entitled to a return of the exercise price tendered for such SpinCo units, all in accordance with the terms and conditions of a warrant indenture to be entered into by the company and SpinCo. Each SpinCo unit will consist of one common share of SpinCo and one-half of one SpinCo share purchase warrant. Each SpinCo warrant is exercisable into one SpinCo share at an exercise price of $1.25 per SpinCo warrant share for a period of 24 months from the date the SpinCo shares commence trading on a recognized stock exchange, subject to certain acceleration provisions, including, without limitation, in the event SpinCo announces a subsequent financing at a price per security equal to or greater than $1.25. The SpinCo shares comprising part of the SpinCo units will be subject to a contractual escrow period commencing on the effective date and ending six months after the listing date. The SpinCo warrants and SpinCo shares issuable upon the exercise of the SpinCo warrants will be subject to a contractual escrow period commencing on the effective date and ending 12 months after the listing date. No exchange of share certificates or DRS statements representing existing company shares will be required under the arrangement.
In connection with the arrangement and to ensure compliance with TSX requirements, outstanding SpinCo shares currently owned by the company will be transferred to an arm's-length transferee effective three business days prior to the distribution record date. Such SpinCo shares will be treated in accordance with the arrangement whereby they will be cancelled immediately upon the issuance of any SpinCo shares comprising the SpinCo units.
Approval of the arrangement
The resolution to approve the arrangement was presented to company shareholders at its annual general and special meeting held on Dec. 6, 2018, pursuant to an interim order issued by the court on Nov. 5, 2018. A management information circular of the company providing full details of the arrangement was mailed to shareholders of record as of the meeting record date of Nov. 6, 2018. At the meeting, company shareholders overwhelmingly approved the arrangement. On Jan. 14, 2019, the company and SpinCo entered into an amending agreement, amending, among other things, the arrangement agreement and the arrangement as more particularly detailed in the amending agreement. On Jan. 16, 2019, the court issued a final order approving the arrangement, as amended by the amending agreement. A copy of the circular and related meeting materials, the arrangement agreement and the amending agreement is available under the company's profile on SEDAR.
U.S. securities and tax matters
Each registered shareholder of record on the distribution record date will be mailed an election form pursuant to which each registered shareholder, in order to receive SpinCo unit warrants, is required by Feb. 22, 2019, to (i) confirm that such shareholder is not a U.S. shareholder and (ii) elect to receive SpinCo unit warrants. A copy of the election form will be filed under the company's SEDAR profile on the distribution record date. Beneficial shareholders (shareholders who hold their shares through a broker or other intermediary) should contact their broker or intermediary in respect of the election process. Beneficial shareholders should carefully follow the instructions of their broker or intermediary in order to ensure that an election is made in respect of the SpinCo unit warrants such shareholder is entitled to receive under the arrangement. Each shareholder who, in the case of a registered shareholder, through a validly completed, duly executed and retuned election form by the election deadline, and, in the case of a beneficial shareholder, through such shareholder's broker or other intermediary, confirms that such shareholder is not a U.S. shareholder and elects to receive SpinCo unit warrants will receive, following the effective date, 0.15 SpinCo unit warrant for each share held.
Under the arrangement, no SpinCo unit warrants will be distributed to shareholders who fail to elect to receive SpinCo unit warrants in accordance with the election process set out above. All such SpinCo unit warrants not distributed as a result of a shareholder not being an electing shareholder will be dealt with as determined by the board of directors of the company in its absolute discretion.
About TGOD Acquisition Corp.
SpinCo is an investment company guided by an investment policy primarily focused on investments in the cannabis industry in Canada and internationally. SpinCo's investments may include the acquisition of equity, debt or other securities of publicly traded or private companies or other entities, financing in exchange for predetermined royalties or distributions and the acquisition of all or part of one or more businesses, portfolios or other assets, in each case as SpinCo believes will enhance value for the shareholders of SpinCo in the long term. SpinCo's board of directors and management team have considerable financial, mergers and acquisitions, and cannabis industry experience and will consist of David Doherty, chief executive officer and director, who has transitioned from the company, Nick Demare, chief financial officer, and Jeff Scott, director.
About The Green Organic Dutchman Holdings Ltd.
Green Organic Dutchman Holdings is a publicly traded, premium global organic cannabis company, with operations focused on medical cannabis markets in Canada, Europe, the Caribbean and Latin America, as well as the Canadian adult-use market. The company grows high-quality, organic cannabis with sustainable, all-natural principles. Its products are laboratory tested to ensure patients have access to a standardized, safe and consistent product. The company has a financed capacity of 170,000 kilograms and is building 1,382,000 square feet of cultivation facilities across Ontario, Quebec and Jamaica.
We seek Safe Harbor.
© 2020 Canjex Publishing Ltd. All rights reserved.