Acreage Holdings, Inc. (“Acreage” or the
“Company”) (CSE:ACRG.A.U, ACRG.B.U), (OTCQX: ACRHF,
ACRDF), a vertically integrated, multi-state operator of
cannabis cultivation and retailing facilities in the U.S., is
pleased to announce that it: (i) obtained an interim order (the
“
Interim Order”) of the Supreme Court of British
Columbia (the “
Court”) dated January 18, 2023, as
varied on February 13, 2023, in connection with its proposed
arrangement (the “
Floating Share Arrangement”)
involving Canopy Growth Corporation (“
Canopy”)
(TSX: WEED, NASDAQ: CGC) and Canopy USA, LLC (“
Canopy
USA”), to be implemented under a statutory plan of
arrangement pursuant to section 288 of the Business Corporations
Act (British Columbia); and (ii) filed its proxy statement and
management information circular (collectively, the
“
Circular”) and related materials (the
“
Meeting Materials”) with the United States
Securities and Exchange Commission (the “
SEC”) in
respect of the special meeting of holders (the “
Floating
Shareholders”) of Acreage’s Class D subordinate voting
shares (the “
Floating Shares”) to be held on March
15, 2023 (the “
Meeting”) to approve the Floating
Share Arrangement and matters related thereto.
The special resolution approving the Floating
Share Arrangement must be approved by: (i) at least 66⅔% of the
votes cast by Floating Shareholders, present virtually or
represented by proxy and entitled to vote at the Meeting; and (ii)
in accordance with Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI
61-101”), a simple majority of votes cast by the Floating
Shareholders, present virtually or represented by proxy and
entitled to vote at the Meeting, excluding the votes in respect of
Floating Shares cast by any “interested party”, any “related party”
of an “interested party” or any “joint actor” (as such terms are
defined in MI 61-101).
In addition to satisfying the conditions set
forth in the Floating Share Arrangement Agreement (as defined
below) and described in the Circular, the implementation of the
Floating Share Arrangement is subject to obtaining the final order
of the Court, approval of the Floating Share Arrangement from
Floating Shareholders at the Meeting and satisfaction of certain
other conditions to implementing the Floating Share Arrangement, as
set forth in the arrangement agreement (the “Floating Share
Arrangement Agreement”) dated October 24, 2022 among
Acreage, Canopy and Canopy USA, a copy of which is available on
Acreage’s profile on SEDAR at www.sedar.com and has been filed
with the SEC on the EDGAR website at www.sec.gov.
Voting is Fast and Easy
Even if you have never voted before, every vote
will count no matter how many Floating Shares you own. Floating
Shareholders must vote their proxies before 12:00 p.m. (New York
time) on March 13, 2023.
For Floating Shareholders with Questions
or Requiring Help Voting:
If you have any questions regarding the
submission of your proxy, please contact Odyssey Trust Company, at
its North American toll-free number: 1-888-290-1175 or Morrow
Sodali, the strategic advisor and the proxy solicitation agent for
Acreage, by telephone at 1-888-444-0623 toll-free in North America
(1-289-695-3075 collect) or by e-mail at
assistance@morrowsodali.com.
Additional Details
For a more detailed description of the Floating
Share Arrangement and the resolution to be voted upon at the
Meeting, Floating Shareholders are urged to review and carefully
consider the Circular and Meeting Materials, as they contain
important information concerning the Floating Share Arrangement and
the rights and entitlements of the Floating Shareholders in
relation thereto and consult with their financial, tax, legal and
other professional advisors.
The Circular and all Meeting Materials will be
made available in Acreage’s public filings on both SEDAR at
www.sedar.com and with the SEC on the EDGAR website at
www.sec.gov. The Circular will be mailed to Floating Shareholders
and will be accessible via SEDAR and EDGAR.
Floating Shareholders are strongly encouraged to
read the Circular that was filed with the SEC and on SEDAR on
February 14, 2023 before authorizing a proxy to vote, including
the section in the Circular entitled “Risk Factors”.
About Acreage Holdings,
Inc.
Acreage is a multi-state operator of cannabis
cultivation and retailing facilities in the U.S., including the
Company’s national retail store brand, The Botanist. With its
principal address in New York City, Acreage’s wide range of
national and regionally available cannabis products include the
award-winning The Botanist brand, craft brand Superflux, the Tweed
brand, the Prime medical brand in Pennsylvania, the Innocent brand
in Illinois and others. Acreage also owns Universal Hemp, LLC, a
hemp subsidiary dedicated to the distribution, marketing and sale
of CBD products throughout the U.S. Since its founding in 2011,
Acreage has focused on building and scaling operations to create a
seamless, consumer-focused, branded experience. Learn more at
www.acreageholdings.com and follow us on Twitter, LinkedIn,
Instagram, and Facebook.
Forward Looking Statements
This news release and each of the documents
referred to herein contains “forward-looking information” and
“forward-looking statements” within the meaning of applicable
Canadian and United States securities legislation, respectively.
All statements, other than statements of historical fact, included
herein are forward-looking information. 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
Acreage or its 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. Examples of such statements include statements with
respect to the Meeting proceeding as described herein or at all
and other statements with respect to the Floating Share Arrangement
and proposed transactions with Canopy and Canopy USA.
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, but not limited to: the occurrence of
changes in U.S. federal Laws regarding the cultivation,
distribution or possession of marijuana; the ability of the
parties to receive, in a timely manner and on satisfactory terms,
the necessary regulatory, court and Floating Shareholder
approvals; the ability of the parties to satisfy, in a timely
manner, the other conditions to the completion of the Floating
Share Arrangement Agreement; the ability of Canopy, Canopy USA and
Acreage to satisfy, in a timely manner, the closing conditions to
the Floating Share Arrangement; risks relating to the value and
liquidity of the Floating Shares and the common shares of Canopy;
Canopy maintaining compliance with the Nasdaq Global Stock Market
(the “Nasdaq”) and Toronto Stock Exchange listing
requirements; the rights of the Floating Shareholders may differ
materially from those of shareholders in Canopy; the successful
completion of Canopy USA’s acquisition and integration of Mountain
High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC
(collectively, “Wana”) and Lemurian, Inc.
(“Jetty”); expectations regarding future
investment, growth and expansion of Acreage’s operations; the
possibility of adverse U.S. or Canadian tax consequences upon
completion of the Floating Share Arrangement; if Canopy USA
acquires Wana, Jetty, or the Class E subordinate voting shares of
Acreage (the “Fixed Shares”) pursuant to the
Existing Arrangement Agreement (as defined below) without
structural amendments to Canopy’s interest in Canopy USA, the
listing of the Canopy Shares on the Nasdaq may be jeopardized; the
risk of a change of control of either Canopy or Canopy USA;
restrictions on Acreage’s ability to pursue certain business
opportunities and other restrictions on Acreage’s business; the
impact of material non-recurring expenses in connection with the
Floating Share Arrangement on Acreage’s future results of
operations, cash flows and financial condition; the possibility of
securities class action or derivatives lawsuits; in the event that
the Floating Share Arrangement is not completed, but the
acquisition by Canopy of the Fixed Shares (the
“Acquisition”) is completed pursuant to the
arrangement agreement between Canopy and Acreage (the
“Existing Arrangement Agreement”) dated April 18,
2019, as amended and Canopy becomes the majority shareholder in
Acreage, the likelihood that the Floating Shareholders will have
little or no influence on the conduct of Acreage’s business and
affairs; risk of situations in which the interests of Canopy USA
and the interests of Acreage or shareholders of Canopy may
differ; Acreage’s compliance with Acreage’s business plan for the
fiscal years ending December 31, 2020 through December 31, 2029
pursuant to the Existing Arrangement Agreement; in the event that
the Floating Share Arrangement is completed, the likelihood of
Canopy completing the Acquisition in accordance with the Existing
Arrangement Agreement; risks relating to certain directors and
executive officers of Acreage having interests in the transactions
contemplated by the Floating Share Arrangement Agreement and the
connected transactions that are different from those of the
Floating Shareholders; risks relating to the possibility that
holders of more than 5% of the Floating Shares may exercise
dissent rights; other expectations and assumptions concerning the
transactions contemplated between Canopy, Canopy USA and Acreage;
the available funds of Acreage and the anticipated use of such
funds; the availability of financing opportunities for Acreage and
Canopy USA and the risks associated with the completion thereof;
regulatory and licensing risks; the ability of Canopy, Canopy USA
and Acreage to leverage each other’s respective capabilities and
resources; changes in general economic, business and political
conditions, including changes in the financial and stock markets;
risks relating to infectious diseases, including the impacts of
the COVID-19; legal and regulatory risks inherent in the cannabis
industry, including the global regulatory landscape and
enforcement related to cannabis, political risks and risks relating
to regulatory change; risks relating to anti-money laundering
laws; compliance with extensive government regulation and the
interpretation of various laws regulations and policies; public
opinion and perception of the cannabis industry; and such other
risks disclosed in the Circular, the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021, dated March 11,
2022 and the Company’s other public filings, in each case filed
with the SEC on the EDGAR website at www.sec.gov and with Canadian
securities regulators and available under Acreage’s profile on
SEDAR at www.sedar.com. Although Acreage has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended.
Although Acreage believes 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 Acreage does not undertake
any obligation to publicly update such forward-looking information
or forward-looking statements to reflect new information,
subsequent events or otherwise unless required by applicable
securities laws.
Neither the Canadian Securities Exchange nor its
Regulation Service Provider, nor any securities regulatory
authority in Canada, the United States or any other jurisdiction,
has reviewed and does not accept responsibility for the adequacy or
accuracy of the content of this news release.
For more information,
contact:
Steve GoertzChief Financial
Officerinvestors@acreageholdings.com
Courtney Van AlstyneMATTIO
Communicationsacreage@mattio.com
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