LAVAL, QC and EDMONTON, AB, Aug. 7,
2019 /CNW Telbec/ - Alimentation Couche-Tard Inc.
("Couche-Tard") (TSX: ATD.A) (TSX: ATD.B) and Fire &
Flower Holdings Corp. ("Fire & Flower") (TSX: FAF) today
confirmed the closing of their transaction previously announced on
July 24, 2019 (the "Transaction"). In
addition, the common shares in the capital of Fire & Flower
(the "Common Shares") commenced trading on the Toronto Stock
Exchange as of August 7, 2019.
The Transaction includes the issuance today by Fire & Flower
of an 8.0% unsecured convertible debenture to an indirect
wholly-owned subsidiary of Couche-Tard (the "Investor") in the
aggregate principal amount of approximately $26.0M, which principal amount of debenture is
convertible by the Investor into 24,289,706 Common Shares (if
converted in full) at a price of $1.07 per Common Share, representing a 9.9%
ownership interest in Fire & Flower on a pro forma
fully-diluted basis. The Investor has also been issued Common Share
purchase warrants that, if exercised in full in accordance with the
terms thereof, will subsequently increase the Investor's ownership
interest to 50.1% of Fire & Flower on a pro forma fully-diluted
basis.
In connection with the closing of the Transaction, Fire &
Flower is pleased to announce the appointment of Jeremy Bergeron as Couche-Tard's initial nominee
to Fire & Flower's board of directors.
"Through this strategic investment, we reinforce our intention
to become a key player in North
America's cannabis industry," said Brian Hannasch, President and CEO of
Couche-Tard. "We are excited to see what we can achieve together
with Fire & Flower, as we further expand in Canada and look to leverage our presence in
the United States and beyond."
"Combining Couche-Tard's expertise in scaling retail stores with
Fire & Flower's retail experience and proprietary
HifyreTM digital platform positions our company
extremely well to capitalize on new cannabis markets as they
emerge," added Trevor Fencott, Fire
& Flower's Chief Executive Officer.
About Alimentation Couche-Tard Inc.
Couche-Tard is the leader in the Canadian convenience store
industry. In the United States, it
is the largest independent convenience store operator in terms of
the number of company-operated stores. In Europe, Couche-Tard is a leader in convenience
store and road transportation fuel retail in the Scandinavian
countries (Norway, Sweden and Denmark), in the Baltic countries (Estonia, Latvia and Lithuania), as well as in Ireland, and has an important presence in
Poland.
In addition, under licensing agreements, more than 2,150 stores
are operated under the Circle K banner in 15 other
countries and territories (Cambodia, China, Costa
Rica, Egypt, Guam, Honduras, Hong
Kong, Indonesia,
Macau, Mexico, Mongolia, New
Zealand, Saudi Arabia, the
United Arab Emirates and
Vietnam), which brings the
worldwide total network to more than 16,000
stores. https://corpo.couche‑tard.com.
About Fire & Flower Holdings Corp.
Fire & Flower is a leading purpose-built, independent
adult-use cannabis retailer poised to capture significant
Canadian market share. Fire & Flower guides consumers through
the complex world of cannabis through education-focused,
best-in-class retailing while the Hifyre™ digital platform connects
consumers with cannabis products. Fire & Flower's leadership
team combines extensive experience in the cannabis industry with
strong capabilities in retail operations.
Fire & Flower Holdings Corp. owns all issued and outstanding
shares in Fire & Flower Inc., a licensed cannabis retailer in
the provinces of Alberta,
Saskatchewan and Manitoba and the Yukon territory and is a consultant and
licensor to Fire & Flower-branded retail locations in the
province of Ontario.
Forward-Looking Statements
The statements set forth in
this press release, which describes Couche-Tard and Fire &
Flower's objectives, projections, estimates, expectations or
forecasts, may constitute forward‑looking statements within the
meaning of securities legislation. Positive or negative verbs such
as "believe", "can", "shall", "intend", "expect", "estimate",
"assume" and other related expressions are used to identify such
statements. Couche-Tard and Fire & Flower would like to point
out that, by their very nature, forward-looking statements involve
risks and uncertainties such that its results, or the measures it
adopts, could differ materially from those indicated in or
underlying these statements, or could have an impact on the degree
of realization of a particular projection. Major factors that may
lead to a material difference between Couche-Tard and Fire &
Flower's actual results and the projections or expectations set
forth in the forward-looking statements include the risks as
described in detail from time to time in documents filed by
Couche-Tard and Fire & Flower with securities regulatory
authorities in Canada. Unless
otherwise required by applicable securities laws, Couche-Tard and
Fire & Flower disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. The forward-looking
information in this release is based on information available as of
the date of the release.
SOURCE: Alimentation Couche-Tard Inc. and
Fire & Flower Holdings Corp.
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SOURCE Alimentation Couche-Tard Inc.
