- Shareholders are encouraged to vote before the deadline of
10:00 am (EST) on June 17, 2019
- Canopy Growth's brands, technology and know-how is
anticipated to provide Acreage with a significant advantage in an
increasingly competitive U.S. market and fuel Acreage's
growth.
- Acreage shareholders will benefit from Acreage's ability to
achieve its growth strategy with an anticipated reduced cost of
capital based on Canopy Growth affiliation.
- Canopy Growth shareholders will benefit from accelerated and
turnkey access to the U.S. cannabis market upon the closing of the
Transaction.
- Management of both firms believe they will create greater
shareholder value together than as competitors in the U.S.
SMITHS FALLS, ON and
NEW YORK, June 14, 2019 /CNW/ - Canopy Growth Corporation
("Canopy Growth") (TSX: WEED) (NYSE: CGC) and Acreage
Holdings, Inc. ("Acreage") (CSE: ACRG.U) (OTC: ACRGF) (FSE:
0ZV) (together, the "Companies") thank shareholders for
their overwhelming support to date and remind shareholders to vote
on the applicable resolutions in connection with the proposed
acquisition of Acreage by Canopy Growth (the
"Transaction"), before the voting deadline of
10:00 am (EST) on Monday, June 17,
2019.
1 + 1 = Global
Leadership: Joining Forces Today
Provides for a Strategic Advantage Greater Than Either Company
Could Build Alone
The boards of directors of both Canopy Growth and Acreage
unanimously support the Transaction and believe that it will create
significant value for both sets of shareholders and each recommend
that their respective shareholders vote FOR the various resolutions
at the respective special meetings of shareholders of Canopy Growth
and Acreage.
Acreage shareholders will receive a significant upfront cash
payment of approximately US$2.51 -
US$2.63 per Subordinate Voting Share
(with holders of other classes of Acreage Shares being entitled to
an amount determined on an as-converted to Subordinate Voting Share
basis) and are expected to benefit from accelerated expansion,
improved scale, and a stronger market position in the U.S., powered
by the IP and brand rights of the world's leading cannabis company.
For Canopy Growth shareholders, the Transaction represents a clear
path for Canopy Growth to enter the U.S. cannabis market, when
federally-permissible, and will introduce its brands and consumer
products in the United States.
Additional information about the Transaction and benefits to
shareholders can be found in the Companies' respective management
information circulars. An electronic copy of Acreage's circular is
available http://investors.acreageholdings.com/Acreage-Canopy-Deal.
An electronic copy of Canopy Growth's circular is available at
https://www.canopygrowth.com/canopy-acreage-deal/.
Vote Today: Becoming a Voter is Fast and Easy
The deadline to vote for shareholders of both Acreage and Canopy
Growth is 10:00 am (EST) on Monday
June 17, 2019.
Even if you have never voted before, voting is fast and
easy.
For Acreage Shareholders with Questions or Requiring Help
Voting:
Contact Kingsdale Advisors at 1-866-229-8651 toll-free (within
North America) or 1-416-867-2272
(for collect calls outside North
America), or by email at
contactus@kingsdaleadvisors.com.
For Canopy Growth Shareholders with Questions or Requiring
Help Voting:
Contact Kingsdale Advisors at 1-866-581-1392 toll-free (within
North America) or 1-416-867-2272
(for collect calls outside North
America) or by email at contactus@kingsdaleadvisors.com.
Advisors
Cassels Brock & Blackwell LLP
and Paul Hastings LLP acted as legal counsel to Canopy Growth.
PricewaterhouseCoopers LLP (Canada) acted as finance advisor to Canopy
Growth. Ernst & Young LLP (EY) acted as tax
advisors to Canopy Growth. Greenhill & Co. Canada Ltd.
provided an independent fairness opinion to the board of directors
of Canopy Growth.
DLA Piper (Canada) LLP and
Cozen O'Connor acted as legal counsel to Acreage. Canaccord Genuity
Corp. acted as financial advisor to Acreage and provided a fairness
opinion to the board of directors of Acreage. Stikeman Elliott
LLP acted as legal counsel and INFOR Financial Inc. provided
an independent fairness opinion to a special committee of
independent directors of Acreage.
Kingsdale Advisors is acting as strategic shareholder and
communications advisor and proxy solicitation agent to both Canopy
Growth and Acreage.
Additional Details
For a more detailed description of the Transaction, readers
should review the Canopy Growth and Acreage management information
circulars.
About Canopy Growth
Canopy Growth (TSX:WEED, NYSE:CGC) is a world-leading
diversified cannabis, hemp and cannabis device company, offering
distinct brands and curated cannabis varieties in dried, oil and
Softgel capsule forms, as well as medical devices through Canopy
Growth's subsidiary, Storz & Bickel GMbH & Co. KG. From
product and process innovation to market execution, Canopy Growth
is driven by a passion for leadership and a commitment to building
a world-class cannabis company one product, site and country at a
time. Canopy Growth has operations in over a dozen countries across
five continents.
Canopy Growth's medical division, Spectrum Therapeutics is
proudly dedicated to educating healthcare practitioners, conducting
robust clinical research, and furthering the public's understanding
of cannabis, and has devoted millions of dollars toward cutting
edge, commercializable research and IP development. Spectrum
Therapeutics sells a range of full-spectrum products using its
colour-coded classification Spectrum system as well as single
cannabinoid Dronabinol under the brand Bionorica Ethics.
Canopy Growth operates retail stores across Canada under its award-winning Tweed and Tokyo
Smoke banners. Tweed is a globally recognized cannabis brand which
has built a large and loyal following by focusing on quality
products and meaningful customer relationships.
From our historic public listing on the Toronto Stock Exchange
and New York Stock Exchange to our continued international
expansion, pride in advancing shareholder value through leadership
is engrained in all we do at Canopy Growth. Canopy Growth has
established partnerships with leading sector names including
cannabis icons Snoop Dogg and Seth
Rogen, breeding legends DNA Genetics and Green House Seeds,
and Fortune 500 alcohol leader Constellation Brands, to name but a
few. Canopy Growth operates eleven licensed cannabis production
sites with over 4.7 million square feet of production capacity,
including over one million square feet of GMP certified production
space. For more information visit www.canopygrowth.com
About Acreage
Headquartered in New York City,
Acreage is the largest vertically integrated, multi-state owner of
cannabis licenses and assets in the U.S. with respect to the number
of states with cannabis related licenses, according to publicly
available information. Acreage owns licenses to operate or
has management services or consulting agreements in place with
license holders to assist in operations in 20 states (including
pending acquisitions) with a population of approximately 180
million Americans, and an estimated 2022 total addressable market
of more than $17 billion in legal
cannabis sales, according to Arcview Market Research. Acreage
is dedicated to building and scaling operations to create a
seamless, consumer-focused branded cannabis experience.
Acreage's national retail store brand, The Botanist, debuted in
2018.
Forward-Looking Statement
This news release contains "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and "forward-looking information" within the
meaning of applicable Canadian securities legislation. Often, but
not always, forward-looking statements and information can be
identified by the use of words such as "plans", "expects" or "does
not expect", "is expected", "estimates", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. Forward-looking statements or information involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Canopy Growth,
Acreage or their respective subsidiaries to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements or information contained
in this news release. These forward-looking statements include, but
are not limited to, statements relating to the Companies'
expectations with respect to the anticipated benefits of the
Transaction to the Companies and their respective security
holders.
Risks, uncertainties and other factors involved with
forward-looking information could cause actual events, results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking information,
including assumptions as to the ability of the parties to receive,
in a timely manner and on satisfactory terms, the necessary
regulatory, court and shareholder approvals; the ability of the
parties to satisfy, in a timely manner, the other conditions; the
occurrence or waiver of the triggering event; the ability of the
Companies to satisfy, in a timely manner, the conditions to closing
following the occurrence or waiver of the triggering event; other
expectations and assumptions concerning the Transaction; and such
risks contained in the management information circulars of Canopy
Growth and Acreage dated May 17,
2019, in Canopy Growth's annual information form dated
June 28, 2018 and in Acreage's annual
information form dated April 24, 2019
and filed with Canadian securities regulators available on Canopy
Growth and Acreage's respective issuer profiles on SEDAR at
www.sedar.com. Readers are cautioned that the foregoing list of
factors is not exhaustive.
In respect of the forward-looking statements and information
concerning the anticipated benefits and completion of the
Transaction and the anticipated timing for completion of the
Transaction, Canopy Growth and Acreage have provided such
statements and information in reliance on certain assumptions that
they believe are reasonable at this time. Although Canopy Growth
and Acreage believe that the assumptions and factors used in
preparing the forward-looking information or forward-looking
statements in this news release are reasonable, undue reliance
should not be placed on such information and no assurance can be
given that such events will occur in the disclosed time frames or
at all. The forward-looking information and forward-looking
statements included in this news release are made as of the date of
this news release and Canopy Growth and Acreage do not undertake an
obligation to publicly update such forward-looking information or
forward-looking information to reflect new information, subsequent
events or otherwise unless required by applicable securities
laws.
There can be no assurance that the Transaction, including the
triggering event, will occur, or that it will occur on the terms
and conditions contemplated in this news release. The Transaction
could be modified, restructured or terminated. Actual results could
differ materially from those currently anticipated due to a number
of factors and risks.
The Transaction cannot close until the required shareholder,
court and regulatory approval is obtained. There can be no
assurance that the Transaction will be completed as proposed or at
all. Investors are cautioned that, except as disclosed in the
management information circulars to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon.
The Canadian Securities Exchange has not reviewed, approved or
disapproved the content of this news release.
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SOURCE Canopy Growth Corporation