Milestone towards Completing Transaction to
Establish Leadership in South American Market
Aurora Cannabis Inc. (
Aurora) (NYSE: ACB) (TSX:
ACB) (Frankfurt: 21P; WKN: A1C4WM) and ICC Labs Inc.
(
ICC) (TSX-V: ICC) are pleased to announce that
Aurora has received, from its consortium of lenders led by Bank of
Montreal (collectively, the
Lenders), consent and
approval as required under its credit agreement with the Lenders to
the previously announced plan of arrangement (the
Arrangement) between ICC and Aurora. Subject to
the terms and conditions of the arrangement agreement dated
September 8, 2018 (the
Arrangement Agreement),
Aurora will acquire all of the issued and outstanding common shares
(
ICC Shares) of ICC. Obtaining such consent and
approval is one of the conditions to completing the Arrangement.
Strategic Rationale
The Arrangement, once approved, will create a
strong foundation for expansion, and will leverage ICC’s
first-mover advantage in South America, bringing significant
low-cost production capacity, a well-diversified product portfolio,
and extensive distribution channels throughout South America and
internationally.
Led by CEO Alejandro Antalich, a
widely-recognized leader in the South American cannabis market with
over 25 years of experience in the pharmaceutical sector, the
acquisition of ICC will establish Aurora as the industry leader in
South America, a continent with over 420 million people. ICC
is based in Uruguay, the first country in the world to legalize
cannabis for adult consumer use. In addition, ICC holds licenses in
Colombia for the production of medical cannabis.
Special Meeting of ICC
Shareholders
A special meeting (the Meeting)
of holders of ICC Shares (ICC Shareholders) will
be held on Tuesday November 6, 2018 at 9:00 a.m. (Toronto time) at
Norton Rose Fulbright Canada LLP, located at Royal Bank Plaza,
South Tower, Suite 3800, 200 Bay Street, Toronto. At the Meeting,
ICC Shareholders will be asked to consider and vote on a special
resolution (the Arrangement Resolution) approving
the Arrangement.
Full details of the Arrangement and certain
other matters are set out in the management information circular of
ICC dated October 3, 2018 (as updated by the news release of ICC
dated October 15, 2018) (the Circular). A copy of
the Circular and other meeting materials can be found under ICC’s
profile on SEDAR at www.sedar.com.
ICC Board Recommendation
ICC’s board of directors has unanimously
approved the Arrangement and recommends that ICC Shareholders vote
FOR the Arrangement Resolution.
Timing and Conditions
Assuming approval of the Arrangement at the
Meeting, ICC will, on or about November 8, 2018, return to the
Supreme Court of British Columbia to seek a final order to
implement the Arrangement. The closing of the Arrangement remains
subject to receipt of certain other approvals (including certain
Uruguayan regulatory approvals) and the satisfaction or waiver of
certain other customary closing conditions. Approval by
shareholders of Aurora is not required. Assuming all conditions are
satisfied, ICC and Aurora expect that the closing of the
Arrangement will be completed in the fourth quarter of 2018.
Proxy Solicitation
ICC has retained Laurel Hill Advisory Group to
solicit proxies, on behalf of management, to vote FOR the
Arrangement Resolution. If you have any questions relating to your
vote, please contact Laurel Hill by telephone toll free at
1-877-452-7184 (1-416-304-0211 by collect call) or by email at
assistance@laurelhill.com.
About Aurora
Headquartered in Edmonton, Alberta, Canada with
funded capacity in excess of 500,000 kg per annum and sales and
operations in 19 countries across five continents, Aurora is one of
the world’s largest and leading cannabis companies. Aurora is
vertically integrated and horizontally diversified across every key
segment of the value chain, from facility engineering and design to
cannabis breeding and genetics research, cannabis and hemp
production, derivatives, high value-add product development, home
cultivation, wholesale and retail distribution. Highly
differentiated from its peers, Aurora has established a uniquely
advanced, consistent and efficient production strategy, based on
purpose-built facilities that integrate leading-edge technologies
across all processes, defined by extensive automation and
customization, resulting in the massive scale production of high
quality product at low cost. Intended to be replicable and scalable
globally, our production facilities are designed to produce
cannabis of significant scale, with high quality, industry-leading
yields, and low per gram production costs. Each of Aurora’s
facilities is built to meet EU GMP standards, and its first
production facility, the recently acquired MedReleaf Markham
facility, and its wholly owned European medical cannabis
distributor Aurora Deutschland, have achieved this level of
certification.
In addition to Aurora’s rapid organic growth and
strong execution on strategic M&A, which to date includes 15
wholly owned subsidiary companies – MedReleaf, CanvasRX, Peloton
Pharmaceutical, Aurora Deutschland, H2 Biopharma, Urban Cultivator,
BC Northern Lights, Larssen Greenhouses, CanniMed Therapeutics,
Anandia Labs, HotHouse Consulting, MED Colombia, Agropro, Borela,
and the pending acquisition of ICC – Aurora is distinguished by its
reputation as a partner and employer of choice in the global
cannabis sector, having invested in and established strategic
partnerships with a range of leading innovators, including: Radient
Technologies Inc., Hempco Food and Fiber Inc., Cann Group Ltd.,
Micron Waste Technologies Inc., Choom Holdings Inc., Capcium Inc.
(private), Evio Beauty Group (private), Wagner Dimas (private), CTT
Pharmaceuticals, and Alcanna Inc..
Aurora's Common Shares trade on the TSX and NYSE
under the symbol "ACB", and are a constituent of the S&P/TSX
Composite Index.
For more information about Aurora, please visit
our investor website, investor.auroramj.com
About ICC
ICC is a fully licensed producer and distributor
of medicinal cannabinoid extracts, recreational cannabis and
industrial hemp products in Uruguay as well as a fully licensed
producer of medicinal cannabis in Colombia. ICC has active
operations in Uruguay, and is focused on becoming the worldwide
leading producer of cannabinoid extracts, giving support and
promoting responsible use for medicinal purposes, backed by
scientific research and innovation, while following strict
compliance with standards for quality and safety.
Neither the TSX, TSX-V nor their
Regulation Services Provider (as that term is defined in the
policies of the TSX and TSX-V) accepts responsibility for the
adequacy or accuracy of this release.
Terry Booth, CEO Aurora Cannabis Inc.
Alejandro Antalich, CEOICC Labs Inc.
Further information
For Media:
Heather MacGregor (416) 509-5416
heather.macgregor@auroramj.com
For Investors:
Marc Lakmaaker (647) 269-5523
marc.lakmaaker@auroramj.com
Rob Kelly (647) 331-7228 rob.kelly@auroramj.com
U.S. Investors:
Phil Carlson / Elizabeth BarkerKCSA Strategic
Communications(212) 896-1233 / (212)
896-1203pcarlson@kcsa.com / ebarker@kcsa.com
For ICC:
Alejandro Antalich, CEO(598) 2900-0000 ext.
404ir@icclabs.com
Caution Concerning Forward-Looking
Statements
This news release includes statements containing
certain "forward-looking information" within the meaning of
applicable securities law (forward-looking statements).
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. Forward-looking
statements in this news release include, but are not limited to
statements with respect to: the anticipated timing of the Meeting
and the closing of the Arrangement; the satisfaction of closing
conditions including required ICC Shareholder approval; necessary
court approvals; the requisite Uruguayan regulatory approvals being
obtained; certain other customary closing conditions; and the
expected benefits of the Arrangement.
Implicit in the forward-looking statements
referred to above are assumptions regarding, among other things:
the ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary ICC Shareholder approval and
regulatory, court, stock exchange and other third party approvals;
the ability of the parties to satisfy, in a timely manner, the
conditions to the closing of the Arrangement; and other
expectations and assumptions concerning the Arrangement. The
anticipated timing provided herein in connection with the
Arrangement may change for a number of reasons, including the
inability to secure necessary ICC Shareholder approval and
regulatory, court, stock exchange or other third party approvals in
the time assumed or the need for additional time to satisfy the
other conditions necessary to complete the Arrangement. ICC
Shareholders are urged to carefully read the Circular (as updated
by the news release of ICC dated October 15, 2018) in its
entirety.
Forward-looking statements are based on the
opinions and estimates of management of ICC and Aurora 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 statement, whether expressed or implied, including,
without limitation: the potential risk that the Arrangement
Resolution will not be approved by ICC Shareholders or that the
Arrangement Agreement could be terminated in certain circumstances;
failure to, in a timely manner, or at all, obtain the required
regulatory, court, stock exchange or other third party approvals
for the Arrangement or any ancillary transaction; failure of the
parties to otherwise satisfy the conditions to complete the
Arrangement; the possibility that ICC’s board of directors could
receive an acquisition proposal and approve a superior proposal;
significant transaction costs or unknown liabilities; the risk of
litigation or adverse actions or awards that would prevent or
hinder the completion of the Arrangement; failure to realize the
expected benefits of the Arrangement; compliance with all
applicable laws and other customary risks associated with
transactions of this nature; and general economic conditions. If
the Arrangement is not completed, and ICC continues as an
independent entity, there are serious risks that the announcement
of the Arrangement and the dedication of substantial resources of
ICC to the completion of the Arrangement could have an adverse
impact on ICC’s business and strategic relationships, operating
results and business generally. If the Arrangement is completed,
ICC Shareholders will forego any potential future increase in ICC’s
value as an independent public company. ICC’s failure to comply
with the terms of the Arrangement Agreement may, in certain
circumstances, also result in ICC being required to pay a
termination fee or expense reimbursement to Aurora, the result of
which could have a material adverse effect on ICC’s financial
position, operating results and ability to fund growth prospects.
Readers are cautioned that the foregoing list is not exhaustive.
Forward-looking statements should be considered carefully and undue
reliance should not be placed on them.
Management of Aurora and ICC provide
forward-looking statements because they believe they provide useful
information to readers when considering their investment objectives
and cautions readers that the information may not be appropriate
for other purposes. Consequently, all of the forward-looking
statements made in this news release are qualified by these
cautionary statements and other cautionary statements or factors
contained herein, and there can be no assurance that the actual
results or developments will be realized or, even if substantially
realized, that they will have the expected consequences to, or
effects on, ICC and Aurora. In particular, there can be no
assurance that the Arrangement will be completed. Readers are
further cautioned not to place undue reliance on forward-looking
statements as there can be no assurance that the plans, intentions
or expectations upon which they are placed will occur. Such
information, although considered reasonable by management of Aurora
and ICC at the time of preparation, may prove to be incorrect and
actual results may differ materially from those anticipated.
These forward-looking statements are made as of
the date of this news release and each of ICC and Aurora assume no
obligation to update or revise them to reflect subsequent
information, events or circumstances or otherwise, except as
expressly required by applicable law.
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