Aurora Cannabis and CanniMed Therapeutics Agree to Terms on Friendly Transaction
Canada NewsWire
EDMONTON and SASKATOON, Jan. 24, 2018
CanniMed's Board and Special Committee Support Aurora's Offer of Shares and
Cash
TSX: ACBTSX: CMED
EDMONTON and SASKATOON, Jan. 24, 2018 /CNW/ - Aurora Cannabis Inc. (" Aurora
") (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) and CanniMed
Therapeutics Inc. (" CanniMed ") (TSX: CMED) announce today that they have
entered into a support agreement (the "Support Agreement") whereby the Board
of Directors and the Special Committee of the CanniMed Board have agreed to
support a new offer made by Aurora for the acquisition of all of the issued
and outstanding shares of CanniMed not owned by Aurora. In addition to the
Board and Special Committee, the new offer ("New Offer"), as described below,
will continue to be supported by certain CanniMed shareholders (the "Locked-up
Shareholders") representing 36% of CanniMed's outstanding shares and by Brent
Zettl, President and CEO of CanniMed.
Key Transaction Highlights
Under the New Offer, CanniMed shareholders may receive in respect of each
CanniMed share, 3.40 Aurora shares or a combination of cash and shares at the
election of each CanniMed Shareholder, subject to pro-ration with the maximum
aggregate cash consideration of $140 million. Based on an implied Aurora share
price of $12.65 and the 3.40 exchange ratio, the New Offer would equate to
$43.00, representing a 181% premium over the closing price of CanniMed Shares
on November 14, 2017, the last day prior to the public disclosure of Aurora's
intention to pursue a combination with CanniMed, and a 79% increase to the
previous offer Cap Price of $24.00.
The total consideration for CanniMed under the New Offer is approximately $1.1
billion based on Aurora's implied share price of $12.65. The maximum amount of
cash available under the amended offer will be $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). Assuming maximum cash elections, each CanniMed shareholder would
receive $5.70 in cash and 2.9493 Aurora shares.
Support Agreement
The Support Agreement provides that CanniMed will support the New Offer and
will recommend to its shareholders in an amended directors circular that
CanniMed Shareholders will tender to the Aurora New Offer. In addition to the
foregoing, Aurora will receive customary non-solicitation protection and a
right to match any competing proposal made to CanniMed and a break fee payable
to Aurora in certain circumstances, together with customary representations
and warranties. In addition to the Locked-up Shareholders certain CanniMed
shareholders representing approximately 15% of the issued shares of CanniMed,
including Brent Zettl, Chief Executive Officer, have agreed to support the New
Offer.
The New Offer and the transaction are subject to customary closing conditions,
including Canadian Competition Act approval.
Termination of Newstrike Arrangement Agreement
In connection with the New Offer, CanniMed has entered into a termination
agreement with Newstrike Resources Ltd. ("Newstrike"), terminating the
arrangement agreement between Newstrike and CanniMed, resulting in the payment
of a $9.5 million break fee paid to Newstrike. As a result, the CanniMed
shareholder meeting originally scheduled for January 23, 2018 and adjourned to
January 25, 2018 has been cancelled.
Management Commentary
"We are very pleased to have come to terms with CanniMed on this powerful
strategic combination that will establish a best-in-class cannabis company
with operations across Canada and around the world," said Terry Booth, CEO of
Aurora. "Market recognition of Aurora`s continued performance and strategy
execution since we first announced our intention to acquire CanniMed allows us
to share that benefit directly with CanniMed shareholders by increasing the
offer price, as well as by offering a cash component. The amended offer
includes value certainty and represents a full, compelling and immediate 75%
premium over CanniMed's 20-day average price ending January 17, 2018, the day
prior to CanniMed and Aurora disclosing they were in discussions. Aurora now
invites CanniMed shareholders to share in Aurora's ongoing growth, as we
continue to create superior shareholder value, by joining with the CanniMed
Board of Directors and tendering their shares to our amended offer."
Brent Zettl, President and CEO of CanniMed, added, "A testament to the great
team at CanniMed, this transaction clearly confirms that the Company has been
highly successful in becoming a preeminent global leader in the medical
cannabis industry. In this leadership position, CanniMed has provided
invaluable education, resources, support and relief of symptoms for thousands
of patients served around the globe."
"This is an excellent outcome for both Aurora's and CanniMed's shareholders
after a hard-fought and diligently negotiated process," said Cam Battley,
Aurora's Chief Corporate Officer. "We now look forward to warmly welcoming
CanniMed's employees and forging one unified team. Together, under the Aurora
banner we'll continue to invest in domestic and international growth, and
continue executing on our strategy of building the most dynamic, innovative
integrated cannabis company in the world."
Advisors
Canaccord Genuity Corp. is acting as financial advisor to Aurora, McMillian
LLP is acting as legal advisor and Laurel Hill LLP is acting as strategic
shareholder advisor. Kingsdale Advisors is acting as strategic shareholder and
communications advisor to CanniMed, AltaCorp Capital Inc. is acting as
financial advisor to the board of CanniMed and Borden Ladner Gervais LLP is
acting as legal advisor to the board of CanniMed. Cormark Securities Inc. is
acting as financial advisor to the Special Committee of CanniMed and Stikeman
Elliott LLP is acting as legal advisor to the Special Committee.
About Aurora
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,
Quebec 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,
Quebec through its wholly owned subsidiary Aurora Larssen Projects Ltd. The
Company owns a 17.62% interest in the Green Organic Dutchman, as well as a 51%
interest in Aurora Nordic, which is constructing a 1,000,000 hybrid greenhouse
similar to Aurora Sky. Including prorated participations, Aurora is on track
for a total production capacity of around 200,000 kg per annum.
In addition, the Company holds approximately 17.23% of the issued shares in
leading extraction technology company Radient Technologies Inc., based in
Edmonton, and is in the process of completing an investment in Edmonton-based
Hempco Food and Fiber for an ownership stake of up to 50.1%. Furthermore,
Aurora is the cornerstone investor with a 22.9% stake in Cann Group Limited,
the first Australian company licensed to conduct research on and cultivate
medical cannabis. Aurora also owns Pedanios, a leading wholesale importer,
exporter, and distributor of medical cannabis in the European Union, based in
Germany. The Company offers further differentiation through its acquisition of
BC Northern Lights Ltd. and Urban Cultivator Inc., industry leaders,
respectively, in the production and sale of proprietary systems for the safe,
efficient and high-yield indoor cultivation of cannabis, and in
state-of-the-art indoor gardening appliances for the cultivation of organic
microgreens, vegetables and herbs in home and professional kitchens. Aurora's
common shares trade on the TSX under the symbol "ACB".
About CanniMed
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, the Company has an active plant biotechnology research and product
development program focused on the production of plant-based materials for
pharmaceutical, agricultural and environmental applications.
The Company, through its subsidiaries, was the first producer to be licensed
under the Marihuana 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.
For more information, please visit our websites: www.cannimed.ca (patients)
and www.cannimedtherapeutics.com (investors).
On behalf of the Boards of Directors,
AURORA CANNABIS INC.Terry BoothCEO
CanniMed Therapeutics IncBrent ZettlCEO
Forward-Looking Information Cautionary Statement This news release contains
certain "forward-looking statements" within the meaning of such statements
under applicable securities law. Forward-looking statements are frequently
characterized by words such as "plan", "continue", "expect", "project",
"intend", "believe", "anticipate", "estimate", "may", "will", "potential",
"proposed" and other similar words, or statements that certain events or
conditions "may" or "will" occur. These statements are only predictions.
Forward looking statements in release include statements regarding the
improved Offer, the anticipated value of the Offer, the number of shares to be
issued and timing to complete the Offer. Various assumptions were used in
drawing the conclusions or making the projections contained in the
forward-looking statements throughout this news release, including assumptions
based upon CanniMed's publicly disclosed information, and that there will be
no change in the business, prospects or capitalization of CanniMed or Aurora.
Forward-looking statements are based on the opinions and estimates of
management at the date the statements are made, and are subject to a variety
of risks and uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the forward-looking
statements. The Company is under no obligation, and expressly 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
expressly required by applicable law. A more complete discussion of the risks
and uncertainties facing the Company appears in the Company's Annual
Information Form and continuous disclosure filings, which are available at
www.sedar.com .
Neither TSX nor its Regulation Services Provider (as that term is defined in
the policies of Toronto Stock Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Cautionary Statement Respecting CanniMed Information
The information concerning CanniMed contained in this News Release has been
taken from, or is based upon, publicly available information filed by CanniMed
with securities regulatory authorities in Canada prior to the date of this
News Release and other public sources. CanniMed has not reviewed this News
Release and has not confirmed the accuracy and completeness of the CanniMed
information contained herein. Neither Aurora, nor any of the officers or
directors of Aurora, assumes any responsibility for the accuracy or
completeness of such CanniMed information or any failure by CanniMed to
disclose events or facts that may have occurred, or which may affect the
significance or accuracy of any such CanniMed information, but which are
unknown to Aurora. Aurora has no means of verifying the accuracy or
completeness of any of the CanniMed information contained in this News Release
or whether there has been a failure by CanniMed to disclose events or facts
that may have occurred or may affect the significance or accuracy of any such
information.
Notice to U.S. Holders
The Offer is made for the securities of a company formed outside of the United
States. The Offer will be subject to disclosure requirements of Canada that
are different from those of the United States. Financial statements included
in the documents, if any, will be prepared in accordance with Canadian
accounting standards and may not be comparable to the financial statements of
United States companies.
It may be difficult for a securityholder in the United States to enforce
his/her/its rights and any claim a securityholder may have arising under the
U.S. federal securities laws, since the issuer is located in Canada, and some
or all of its officers or directors may be residents of Canada or another
country outside of the United States. A securityholder may not be able to sue
a Canadian company or its officers or directors in a court in Canada or
elsewhere outside of the United States for violations of U.S. securities laws.
It may be difficult to compel a Canadian company and its affiliates to subject
themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities
otherwise than under the Offer, such as in open market or privately negotiated
purchases.
SOURCE Aurora Cannabis Inc.
View original content:
http://www.newswire.ca/en/releases/archive/January2018/24/c1336.html
For Aurora: Cam Battley, Chief Corporate Officer, +1.905.864.5525,
cam@auroramj.com, www.auroramj.com; Marc Lakmaaker, Director, Investor
Relations and Corporate Development, +1.647.269.5523,
marc.lakmaaker@auroramj.com; Or Laurel Hill Advisory Group: North America Toll
Free: 1-877-452-7184, Collect Calls Outside North America: 1-416-304-0211,
Email: assistance@laurelhill.com; For CanniMed: Media Contact, Dara Willis,
CanniMed Therapeutics Inc., dhw@cannimed.com, 416-836-9272; Investor
Relations, CanniMed Therapeutics Inc., invest@cannimed.com; Or Kingsdale
Advisors, Ian Robertson, 416-867-2333, Executive Vice President, Communication
Strategy, irobertson@kingsdaleadvisors.com, Cell: 647-621-2646
For further information: For Aurora: Cam Battley, Chief Corporate Officer,
+1.905.864.5525, cam@auroramj.com, www.auroramj.com; Marc Lakmaaker, Director,
Investor Relations and Corporate Development, +1.647.269.5523,
marc.lakmaaker@auroramj.com; Or Laurel Hill Advisory Group: North America Toll
Free: 1-877-452-7184, Collect Calls Outside North America: 1-416-304-0211,
Email: assistance@laurelhill.com; For CanniMed: Media Contact, Dara Willis,
CanniMed Therapeutics Inc., dhw@cannimed.com, 416-836-9272; Investor
Relations, CanniMed Therapeutics Inc., invest@cannimed.com; Or Kingsdale
Advisors, Ian Robertson, 416-867-2333, Executive Vice President, Communication
Strategy, irobertson@kingsdaleadvisors.com, Cell: 647-621-2646
CO: Aurora Cannabis Inc.
ST: British Columbia
NI: HEA MTC ACC
