Mr. Cam Battley of Aurora reports
AURORA CANNABIS AND CANNIMED THERAPEUTICS FILE OFFER DOCUMENTS FOR PREVIOUSLY ANNOUNCED FRIENDLY ACQUISITION
Aurora Cannabis Inc. has filed its notice of variation and CanniMed Therapeutics Inc. has filed its notice of change to directors' circular in connection with Aurora's improved offer to acquire all of the outstanding common shares of CanniMed not already owned by Aurora or its affiliates, described under Aurora's notice of variation below. As previously announced by the parties on Jan. 24, 2018, CanniMed's board of directors is unanimously recommending that CanniMed's shareholders accept the improved offer.
Aurora's notice of variation
Pursuant to the terms of the notice of variation, Aurora has increased the consideration offered per CanniMed share, at the election of each CanniMed shareholder, to: (a) 3.40 common shares of Aurora; (b) $43 in cash (subject to proration); or (c) any combination thereof (subject to proration of the cash portion).
The maximum amount of cash available under the improved offer is $140-million and the number of Aurora shares to be issued will be between approximately 72 million (assuming full cash elections) and 84 million (assuming full share elections and no cash elections). CanniMed shareholders should note that any cash elected to be received is valued (for purposes of determining the number of Aurora shares to be received in addition to such cash) based on an implied Aurora share price of $12.65, which may be more or less than the value of the share consideration at the time that the CanniMed shares are taken up under the offer. CanniMed shareholders are advised to consider recent market price quotations for Aurora shares and to carefully review the offer documents before deciding whether to tender to the improved offer and before making their consideration elections.
The cash consideration of the cash alternative and the share and cash alternative will be prorated, to ensure that the maximum cash consideration payable is not exceeded. Assuming that all CanniMed shareholders elect the cash alternative, each CanniMed shareholder would receive $5.70 in cash and 2.9493 Aurora shares for each CanniMed share. The full details of the proration mechanisms are provided in Aurora's notice of variation.
The improved offer is open until 11:59 p.m. Pacific Time on March 9, 2018, subject to acceleration, extension or withdrawal by Aurora.
CanniMed notice of change to directors' circular
The CanniMed board has filed a notice of change to directors' circular in connection with the improved offer. The CanniMed board is unanimously recommending that CanniMed shareholders accept the improved offer and tender their CanniMed shares to the improved offer.
This decision follows a unanimous determination, made by the CanniMed board and the special committee to the CanniMed board, that, after consultation with their financial and legal advisers, the consideration under the improved offer is fair, from a financial point of view, to CanniMed shareholders (other than Aurora and its affiliates) and that it would be in the best interests of CanniMed to support and facilitate the improved offer. The CanniMed board's financial adviser, AltaCorp Capital Inc., and the financial adviser to the special committee, Cormark Securities Inc., have each provided opinions that, as of Jan. 26, 2018, and subject to the assumptions, limitations and qualifications on which the opinions are based, the consideration to be received under the improved offer is fair, from a financial point of view, to CanniMed shareholders other than Aurora and its affiliates.
Initial deposit period
In connection with the filing of the offer documents, the CanniMed board has reduced the initial deposit period (being the minimum amount of time the improved offer must be open for acceptance before Aurora can begin taking up shares under the improved offer) to 84 days from the commencement of the offer on Nov. 24, 2017. This means that commencing on the later of Feb. 16, 2018, and the date all of the conditions to the improved offer have been satisfied or waived, Aurora will be able to take-up CanniMed shares under the improved offer. This news release is a considered a "deposit period news release" for the purposes of National Instrument 62-104 "Take-over Bids and Issuer Bids."
Aurora entered into lock-up agreements on Nov. 12, 2017, with Saskworks Venture Fund Inc., Golden Opportunities Fund Inc., Apex Investment LP and Vantage Asset Management Inc. to support the original offer (and the improved offer). The CanniMed shares to be tendered pursuant to the original lock-up agreements represent approximately 36 per cent of the issued and outstanding CanniMed shares on a fully diluted basis.
In addition to the original locked-up shareholders, certain CanniMed directors and officers holding approximately 12 per cent of the issued and outstanding CanniMed shares, including Brent Zettl, chief executive officer, have agreed to support the improved offer and have entered to into lock-up agreements in respect of the same.
Altogether, under the original lock-up agreements and the new lock-up agreements, shareholders holding approximately 48 per cent of the issued and outstanding CanniMed shares have agreed to tender to the improved offer. In addition, Aurora owns 700,600 CanniMed shares, representing approximately 2.87 per cent of the issued and outstanding CanniMed shares, which are not the subject of the improved offer.
About the improved offer
The full details of the improved offer are set out in the offer documents, which have been filed with the Canadian securities regulatory authorities and are being mailed to CanniMed shareholders. The offering documents will also be available on SEDAR under CanniMed's profile. Upon filing of the offering documents, the improved offer will be open for no fewer than 10 days and, following any take up of CanniMed shares, Aurora will then further extend its offer for at least an additional 10 days in order to allow any remaining CanniMed shareholders to tender to the improved offer. Aurora's obligation to take up CanniMed shares under the improved offer is subject to the conditions set out in the notice of variation, including, but not limited to, receipt of approval under the Canadian Competition Act.
Materials filed with the Canadian securities regulatory authorities are available electronically without charge at SEDAR. Materials filed with the Securities and Exchange Commission are available electronically without charge on EDGAR accessible through the SEC's website. Documents related to the original offer and the improved offer, including the offer documents, are also available on Aurora's website, and shareholders are invited to visit the CanniMed Aurora MJ website for further information.
How to tender
CanniMed shareholders who wish to accept the improved offer must properly follow the procedures outlined in the notice of variation and accompanying amended letter of transmittal.
For assistance in depositing CanniMed shares pursuant to the improved offer, CanniMed shareholders should contact the depository and information agent Laurel Hill at phone: 1-877-452-7184 (North American toll-free phone) and 1-416-304-0211 (outside North America); facsimile: 416-646-2415; and e-mail: firstname.lastname@example.org.
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). Aurora operates a 55,200-square-foot production facility in Mountain View county, Alberta, known as Aurora Mountain, a 40,000-square-foot production facility known as Aurora Vie in Pointe-Claire, Que., and an 800,000-square-foot production facility, known as Aurora Sky, at the Edmonton International Airport. Aurora is also completing a fourth facility of 48,000 square feet in Lachute, Que., and will shortly begin construction on a one-million-square-foot production facility in Odense, Denmark, to be known as Aurora Nordic, via a joint venture with Alfred Pedersen & Son ApS.
Aurora also owns Berlin-based Pedanios GmbH, the leading wholesale importer, exporter, and distributor of medical cannabis in the European Union.
CanniMed is a Canadian-based, international plant biopharmaceutical company and a leader in the Canadian medical cannabis industry, with 17 years of pharmaceutical cannabis cultivation experience, state-of-the-art, GMP-compliant production process, and world-class research and development platforms with a wide range of pharmaceutical-grade cannabis products. In addition, CanniMed has an active plant biotechnology research and product development program focused on the production of plant based materials for pharmaceutical, agricultural and environmental applications.
CanniMed, through its subsidiaries, was the first producer to be licensed under the Marijuana for Medical Purposes Regulations, the predecessor to the current Access to Cannabis for Medical Purposes Regulations. It was the sole supplier to Health Canada under the former medical marijuana system for 13 years, and has been producing safe and consistent medical marijuana for thousands of Canadian patients, with no incident of product diversion or recalls.
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