Mr. Nik Schwenker of Canopy Growth reports
CANOPY GROWTH AND ACREAGE PROVIDE UPDATE ON CLOSING TIMELINE
It is anticipated that Canopy Growth Corp.'s Canopy USA LLC will complete its acquisition of Acreage Holdings Inc. on or around Dec. 9, 2024, subject to the satisfaction or waiver of closing conditions set out in the arrangement agreements (as defined below).
Canopy Growth and Acreage are party to an arrangement agreement dated April 18, 2019, as amended, relating to the proposed acquisition of all issued and outstanding Class E subordinate voting shares of Acreage pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). The fixed share acquisition is anticipated to occur immediately after the acquisition of the Class D subordinate voting shares of Acreage pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) in accordance with the arrangement agreement dated Oct. 24, 2022, as amended, among Canopy Growth, Acreage and Canopy USA. Upon the closing of the acquisitions, Canopy USA will own 100 per cent of the issued and outstanding shares of Acreage.
As previously announced by Acreage, if the price of the common shares of Canopy Growth on Nasdaq does not go above $5 (U.S.) prior to closing of the acquisitions (calculated in the manner prescribed in the fixed share arrangement agreement), holders of fixed shares will not receive any consideration in exchange for their fixed shares.
A letter of transmittal with respect to the fixed share acquisition and the floating share acquisition will be mailed to registered Acreage shareholders. The letters of transmittal have been filed by Acreage under Acreage's profile on SEDAR+ and with the U.S. Securities and Exchange Commission through EDGAR.
All registered Acreage shareholders with physical certificate(s) or direct registration notice statement(s) will be required to send their certificate(s) or DRS statement(s) representing their fixed shares and/or floating shares with a completed letter of transmittal to the company's transfer agent, Odyssey Trust Company, in accordance with the instructions provided in the applicable letter of transmittal. Shareholders who hold their fixed shares and/or floating shares through a broker or other intermediary and do not have Acreage shares registered in their name will not need to complete the applicable letter(s) of transmittal. Such shareholders should contact their broker or other intermediary to arrange for the deposit of their DRS statement(s) or certificate(s) representing their Acreage shares.
As a result of the labour dispute at Canada Post, registered Acreage shareholders are encouraged to contact Odyssey with any questions by e-mail at shareholders@odysseytrust.com in the event that registered Acreage shareholders have not received copies of their DRS statement(s) or certificate(s) representing their Canopy shares following the closing of the acquisitions and completion and delivery of their letter of transmittal to Odyssey.
Copies of the floating share arrangement agreement and the fixed share arrangement agreement may be viewed under Acreage's profile on SEDAR+ and with the U.S. Securities and Exchange Commission through EDGAR.
About Canopy Growth
Corp.
Canopy Growth is a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives.
Through an unwavering commitment to consumers, Canopy Growth delivers innovative products with a focus on premium and mainstream cannabis brands, including Doja, 7Acres, Tweed and Deep Space, in addition to category defining vaporizer technology made in Germany by Storz & Bickel.
Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. tetrahydrocannabinol market through an unconsolidated, non-controlling interest in Canopy USA. Canopy USA has closed the acquisitions of approximately 77 per cent of the shares of Lemurian Inc. (Jetty) and 100 per cent of the Wana entities that make up Wana Brands, being Wana Wellness LLC, The CIMA Group LLC and Mountain High Products LLC. Jetty owns and operates Jetty Extracts, a California-based producer of high-quality cannabis extracts and pioneer of clean vape technology, and Wana Brands is a leading North American edibles brand. The option to acquire Acreage, a vertically integrated multistate cannabis operator with principal operations in densely populated states across the Northeast and Midwest, has also been exercised.
Beyond its world-class products, Canopy Growth is leading the industry forward through a commitment to social equity, responsible use and community reinvestment -- pioneering a future where cannabis is understood and welcomed for its potential to help achieve greater well-being and life enhancement.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.