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Aurora provides required disclosure on CanniMed bid

2018-01-12 18:46 ET - News Release

Mr. Terry Booth reports

AMENDED AND RESTATED NEWS RELEASE - AURORA CANNABIS SUBMITS PROPOSAL TO CANNIMED THERAPEUTICS BOARD AURORA CANNABIS EXECUTES LOCK-UP AGREEMENTS WITH 38% OF CANNIMED SHAREHOLDERS

This amended and restated news release is being issued by Aurora Cannabis Inc. pursuant to the orders dated Dec. 22, 2017, of the Ontario Securities Commission, and the Financial and Consumer Affairs Authority of Saskatchewan (FCAAS and together with the OSC, the securities regulators). In the section below entitled "background to the proposal," Aurora provides further information in response to the following disclosure required by the orders of the securities regulators:

  • The circumstances under which, and the means by which, Aurora became aware that the board of CanniMed Therapeutics Inc. would be meeting on Nov. 13, 2017, to, among other things, consider for approval an arrangement agreement entered into between CanniMed Therapeutics Inc. and Newstrike Resources Ltd.;
  • Other information that was: (i) obtained directly or indirectly by Aurora from any person who is, or was at the relevant time, in a special relationship with CanniMed Therapeutics (by reference to the definitions in Subsection 76(5) of the Securities Act (Ontario) and Clause 85(1)(a) of the Securities Act (Saskatchewan)); and (ii) material to Aurora in structuring, determining the timing of, delivering or implementing the Aurora offer;
  • Other information within Aurora's knowledge that would reasonably be expected to affect the decision of the securityholders of CanniMed Therapeutics to accept or reject the offer made by the Aurora offer.

The information under the new heading "background to the proposal" has been added as of Jan. 12, 2018, notwithstanding that the remainder of this news release is as at Nov. 14, 2017, and discloses no new information. The information included under the heading "background to the proposal" has been derived from the information provided by Aurora at the hearings to the OSC and the FCAAS, which is publicly available upon request to the OSC and has been made available separately by Aurora.

At the request of the Investment Industry Regulatory Organization of Canada, Aurora Cannabis Inc. has submitted a proposal to acquire all of the issued and outstanding common shares of CanniMed Therapeutics. The proposal was delivered to the board of directors of CanniMed on Nov. 13, 2017, and Aurora is seeking to pursue a mutually agreed upon combination with CanniMed. CanniMed has not yet engaged in active discussions with Aurora; however, Aurora welcomes the opportunity to do so, such that CanniMed's shareholders can benefit from the significant inherent value in the proposal. Aurora has requested that CanniMed's board respond to the proposal prior to 5 p.m. Vancouver time on Friday, Nov. 17, 2017, failing which, Aurora intends to commence a formal takeover bid for CanniMed.

Transaction highlights:

  • All-share proposal, valued at $24 per CanniMed share based on the closing share price of Aurora on Nov. 14, 2017, reflects a 56.9-per-cent premium over the most recent closing price of CanniMed shares on Nov. 14, 2017;
  • Irrevocable lock-up agreements with approximately 38 per cent of CanniMed shareholders to vote in favour of Aurora's proposal or tender to Aurora's bid;
  • The combination would create a global leader in the cannabis industry with a pro forma market capitalization exceeding $3-billion;
  • Combined entity would serve approximately 40,000 active registered patients;
  • Aurora and CanniMed combined would benefit from enhanced capacity for future growth with greater access to capital and liquidity, with trading volumes amongst the highest in the cannabis industry.

Pursuant to the proposal, CanniMed shareholders will be entitled to receive a maximum of $24 per CanniMed share or 4.52586207 Aurora shares, based on the 20-day volume-weighted average price of Aurora. Based on the closing price of Aurora shares on Nov. 14, 2017, this translates to 3.74415 Aurora shares for each CanniMed share. Based on the closing prices of Aurora and CanniMed on Nov. 14, 2017, this represents an approximately 56.9-per-cent premium over the closing price of CanniMed shares on Nov. 14, 2017, and a 74.7-per-cent premium over the 20-day volume-weighted average price for the period ended Nov. 14, 2017. Upon completion of the transactions contemplated by the proposal, based on the closing prices of Nov. 14, 2017, CanniMed's shareholders will hold approximately 16 per cent of the issued and outstanding shares of Aurora.

"Aurora and CanniMed are a great fit, truly complementary, and I am convinced we can generate even greater value by combining the two companies and aligning our efforts strategically," said Terry Booth, chief executive officer. "Aurora has the management expertise, capital markets strength, distribution channels, brand power and growth prospects to successfully integrate CanniMed into Aurora -- the fastest-growing cannabis company with the sector's most exceptional execution track record."

Lock-up of shareholders of CanniMed

In connection with the proposal, Aurora has entered into irrevocable lock-up agreements in support of its proposal from shareholders representing approximately 38 per cent of CanniMed's outstanding shares. Under the lock-up agreements, the locked-up shareholders are precluded from tendering or voting any of their CanniMed common shares in favour of any other acquisition proposal relating to CanniMed, and are required to vote against other acquisition proposals or actions which might prevent, delay or frustrate Aurora's proposal.

Compelling strategic rationale

Aurora believes the value that would result from the combination of the two companies is substantial. Together, their unique and complementary strengths would drive value, create the leading cannabis company across multiple markets, and the combined entity will lower production costs while connecting consumers via market leading brands. Among other things, the combined entity will:

  • Have a combined total of over 40,000 active registered cannabis patients in Canada;
  • Have significant cultivation capacity with five state-of-the-art facilities and additional facilities planned;
  • Have existing or financed capacity of over 130,000 kilograms of annual production with significant additional capacity planned;
  • Further strengthen both companies' international presence with operations and agreements in the European Union, Australia and the Cayman Islands;
  • Increase the capacity to reach and service a wider international patient base with a broader product offering;
  • Improve yields through cross-application of proprietary technologies from each of Aurora and CanniMed;
  • Provide CanniMed with access to Aurora's network of strategic partners, such as extraction technology leader Radient Technologies;
  • Enable CanniMed to leverage Aurora's sector leadership in innovation to accelerate development;
  • Expand both companies' portfolio of genetics;
  • Enable CanniMed to leverage Aurora's unparalleled e-commerce platform, including the only mobile app in Canada that enables customer purchases.

Background to the proposal

As detailed in the notice of change dated Jan. 12, 2018 (available on SEDAR), Aurora provides the following information as required by the orders. The information under the new heading "background to the proposal" has been added as of Jan. 12, 2018, notwithstanding that the remainder of this news release is as at Nov. 14, 2017.

1. The circumstances under which, and the means by which, Aurora became aware that the board of CanniMed would be meeting on Nov. 13, 2017, to, among other things, consider for approval an arrangement agreement entered into between CanniMed and Newstrike Resources

Aurora was not aware that CanniMed was considering a transaction with Newstrike Resources until CanniMed announced its discussions with Newstrike on Nov. 15, 2017. However, in the course of negotiations with Vantage Asset Management, Saskworks Venture Fund Inc., Apex Investments LP and Golden Opportunities Fund Inc. (collectively, the locked-up shareholders), who each entered into lock-up agreements, Aurora did become aware that the CanniMed board of directors was meeting on Nov. 13, 2017, to consider a transaction as outlined below.

On Nov. 6, 2017, Mark Tredgett, the managing partner of Vantage, contacted Joseph del Moral, a director of Aurora, to discuss the state of the cannabis industry, and the business and affairs of Aurora in general. During the course of that conversation, Mr. Tredgett advised Mr. del Moral that Vantage held approximately two million CanniMed shares and that Vantage would be prepared to support an offer from Aurora for the outstanding CanniMed shares. Mr. Tredgett also advised Mr. del Moral that Vantage was aware of other significant CanniMed shareholders that may also be prepared to support an offer for the outstanding CanniMed shares. Mr. Tredgett provided Mr. del Moral with an internal analysis prepared by Vantage to illustrate the potential benefits of an acquisition of CanniMed.

On Nov. 8, 2017, management of Aurora met, via telephone conference, with management of Vantage and of PFM Capital Inc., which manages Saskworks and Apex. At that meeting, Aurora learned that, consistent with the disclosure of CanniMed in its Q3 2017 management discussion and analysis, CanniMed was seeking to acquire a business in the adult usage cannabis market, and Vantage and PFM did not agree with that strategy. At this meeting, pricing was discussed in the context of a friendly transaction. Aurora proposed a price of $19 per CanniMed share, to be paid in Aurora shares. No exchange ratio was set.

Following the Nov. 8, 2017, meeting, management of Aurora conducted an assessment of a potential acquisition of CanniMed and determined that a takeover of CanniMed by Aurora would be accretive. Over the course of Nov. 9 through to Nov. 11, Aurora negotiated the material terms of the lock-up agreements with the locked-up shareholders. As part of these negotiations, Aurora exchanged financial models for the potential acquisition of CanniMed with the locked-up shareholders, reflective of their different opinions of the potential value of the proposed acquisition. After making adjustments for each locked-up shareholder, the locked-up shareholders and Aurora agreed to enter into "hard" lock-up agreements, subject to Aurora making a proposal for CanniMed shares at $21 per share, with the exchange ratio being set as of the close of business on Nov. 10, 2017. The parties also agreed that each lock-up agreement would include (i) a right of the locked-up shareholder to terminate its lock-up agreement if the consideration (based on the exchange ratio of 4.52586207 Aurora shares per CanniMed share) decreased to less than $18 (subject to the right of Aurora to increase the offer consideration to $18); and (ii) the right of Aurora to adjust the exchange ratio if the offer consideration exceeded $24.

In the evening of Nov. 10, 2017, after the offer consideration was determined, Aurora engaged Canaccord Genuity Corp. to act as its financial adviser in connection with the Aurora offer. At the time of the engagement, Aurora was unaware that Canaccord had previously been engaged by Newstrike. Late on Nov. 11, 2017, Canaccord provided to Aurora an information package in which it compiled publicly available information on CanniMed. A copy of this information package, after redaction of confidential information that would be seriously detrimental to Aurora, has been filed under Aurora's profile on SEDAR for all shareholders to review.

Aurora formulated its Nov. 13, 2017, proposal to present to CanniMed based on the terms of the lock-up agreements in a very tight time frame between Nov. 9 and Nov. 13, 2017. It was not Aurora's preference to formulate a proposal for a significant transaction in such a tight time frame. However, Aurora was informed that the locked-up shareholders were not in favour of CanniMed's proposed acquisition strategy, and that the locked-up shareholders, and in particular Vantage, required that a formal proposal be delivered to CanniMed no later Nov. 13, 2017. In discussions held on Nov. 12, 2017, with the locked-up shareholders to finalize the lock-up agreements, representatives from the locked-up shareholders made it clear that they were concerned that the board of CanniMed would be meeting on Nov. 13 to consider an acquisition transaction with a recreational cannabis company. Aurora was not aware of the company being considered, the nature or size of the acquisition, or the stage of the acquisition. As a result, the lock-up agreements included a provision that if the proposal was not delivered by 12:30 p.m. EDT on Nov. 13, 2017, each of the lock-up agreements would terminate.

On Nov. 13, 2017, after execution of the formal lock-up agreements, Aurora delivered the proposal to CanniMed.

During the course of the negotiations of the lock-up agreements, Aurora was aware that:

  • Rob Duguid, who was a director of CanniMed, was also a partner of PFM, an officer of Saskworks and an officer of the general partner of Apex. However, Aurora had no contact with Mr. Duguid before the commencement of its takeover bid.
  • Westcap Mgt. Ltd. manages the investments of Golden. Doug Banzet, a director of CanniMed, was also a director and officer of Westcap, and a director of Golden, and Donald Ching, a director of CanniMed, was also a director of Golden. Aurora had no contact with Mr. Banzet before the commencement of its takeover bid. Mr. Ching provided an acknowledgment of receipt of Aurora's proposal on behalf of CanniMed's board on Nov. 14, 2017. However, other than that acknowledgment, Aurora had no contact with Mr. Ching before the commencement of its takeover bid.

Based on CanniMed's public disclosure, Aurora is aware that Mr. Duguid has subsequently resigned from the CanniMed board, and Mr. Ching may no longer be a director of Golden. Aurora does not know when Mr. Ching may have ceased being a director of Golden.

2. Other information that was: (i) obtained directly or indirectly by Aurora from any person who is, or was at the relevant time, in a special relationship with CanniMed (by reference to the definitions in Subsection 76(5) of the Securities Act (Ontario) and Clause 85(1)(a) of the Securities Act (Saskatchewan) ); and (ii) material to Aurora in structuring, determining the timing of, delivering or implementing the Aurora offer

Aurora, after making inquiries, is of the view that it did not obtain any other information, directly or indirectly, from any person in a special relationship with CanniMed that was material to Aurora in structuring, determining the timing of, delivering or implementing its takeover bid to acquire the shares of CanniMed. In order to ensure that shareholders have the benefit of the disclosure made by Aurora in the course of the hearings before the securities regulators on Dec. 20 and Dec. 21, 2017, Aurora has filed today the affidavit of Mr. Booth which was sworn in connection with that hearing under its SEDAR profile, subject to the redaction of certain information in the exhibits determined to be confidential.

3. Other information within Aurora's knowledge that would reasonably be expected to affect the decision of the securityholders of CanniMed to accept or reject the offer made by the Aurora offer

Aurora is not aware of any information, within Aurora's knowledge, that would reasonably be expected to affect the decision of the securityholders of CanniMed to accept or reject its offer, other than as has been disclosed in its offer and takeover bid circular that was filed by Aurora on SEDAR on Nov. 24, 2017, and in the notice of change to be filed concurrently with this amended and restated news release.

Additional details of the proposal

Readers are cautioned that Aurora may determine not to proceed with the proposal if: (i) it identifies material adverse information concerning the business, affairs, prospects or assets of CanniMed not previously disclosed by CanniMed; (ii) CanniMed implements or attempts to implement defensive tactics (such as the adoption of a shareholder rights plan, the grant of an option (or similar right) to purchase material assets, the issue of additional shares of CanniMed or the announcement of a significant acquisition by CanniMed) in relation to the proposal. There can be no assurance that the proposal will result in a friendly combination of Aurora and CanniMed, or would proceed on the terms set out in this news release.

Should a takeover bid be commenced, full details of the offer will be included in a formal offer and the takeover bid circular to be filed with securities regulatory authorities and mailed to CanniMed shareholders. The offer will be subject to certain conditions, including, but not limited to, receipt of all necessary regulatory clearances, absence of material adverse changes in CanniMed and acceptance of the offer by CanniMed shareholders owning not less than 66-2/3 per cent of the CanniMed common shares on a fully diluted basis. Once the 66-2/3-per-cent acceptance level is met, Aurora intends, but is not required to, take steps to acquire all of the outstanding CanniMed common shares and other convertible securities or rights to acquire CanniMed common shares.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Aurora or CanniMed. Such an offer may only be made pursuant to an offer and takeover bid circular filed with the securities regulatory authorities in Canada.

About Aurora Cannabis Inc.

Aurora's wholly owned subsidiary, Aurora Cannabis Enterprises Inc., is a licensed producer of medical cannabis pursuant to Health Canada's Access to Cannabis for Medical Purposes Regulations (ACMPR). The company operates a 55,200-square-foot, state-of-the-art production facility in Mountain View county, Alberta, known as Aurora Mountain, a second 40,000-square-foot, high-technology production facility known as Aurora Vie in Pointe-Claire, Que., on Montreal's West Island, and is currently constructing an 800,000-square-foot production facility, known as Aurora Sky, at the Edmonton International Airport, as well as is completing a fourth facility in Lachute, Que., through its wholly owned subsidiary Aurora Larssen Projects Ltd.

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