TORONTO, Sept. 25, 2020 /CNW/ - Meta Growth Corp. (TSXV:
META) ("Meta Growth", "META" or the "Company") is pleased to
announce that it has filed the management information circular (the
"Information Circular") and related voting materials for the
special meeting of holders ("META Shareholders") of common shares
of META ("META Shares") to be held on October 27, 2020 (the "Meeting"). The purpose of
the Meeting is to consider and, if deemed advisable, to pass a
special resolution (the "Arrangement Resolution") approving the
previously announced proposed acquisition pursuant to which High
Tide Inc. ("High Tide") will acquire all of the issued and
outstanding META Shares by way of a plan of arrangement under the
Business Corporations Act (Alberta) (the "Arrangement"). The
Information Circular contains a detailed description of the
Arrangement and other information relating to META and High
Tide.
The Information Circular and related voting materials are
currently in the process of being mailed to the META Shareholders
and are also available on META's website at www.metagrowth.com and
under META's SEDAR profile at www.sedar.com.
The board of directors of META (the "META Board") unanimously
recommends that META Shareholders vote in favour of the Arrangement
Resolution at the Meeting and has determined that the consideration
offered to the META Shareholders is fair, from a financial point of
view, to the META Shareholders. The META Board has also obtained a
fairness opinion from Echelon Wealth Partners Inc. that states that
the consideration to be received by META Shareholders pursuant to
the Arrangement is fair, from a financial point of view, to the
META Shareholders.
It is expected that, subject to receipt of all regulatory,
court, shareholder and other approvals, the Arrangement will be
completed in the fourth quarter of 2020.
Benefits to META Shareholders
- Ownership in a larger company focused on retail cannabis
operations. High Tide has established itself as a leading
cannabis retailer and the Arrangement positions High Tide,
following closing of the Arrangement, as the largest cannabis
retailer in Canada by revenue and
network;
- Preserving shareholder value. The META Board's
assessment of the current and future state of the debt and equity
markets that could be available to META to provide META with the
full amount of funding it requires to finance its business and
operations, including the risk that such funding may not be
obtained in a reasonable time or in full or on terms satisfactory
to META, as well as the META Board's assessment of market
conditions;
- Premium to META Shareholders. The exchange ratio values
the META Shares at $0.133 per META
Share, representing a premium of 14% based on the 10-day
volume-weighted average price of the META Shares on the TSX Venture
Exchange and High Tide Shares on the Canadian Securities Exchange
as of August 20, 2020; and
- Continuity and retention. Following the acquisition of
META, High Tide will have greater financial and human resources,
enabling it to more effectively accelerate the build-out of META's
retail cannabis footprint.
Voting and Participation
Amid ongoing concerns about the Coronavirus (COVID-19) outbreak,
META remains mindful of the well-being of its shareholders and
their families, its industry partners and other stakeholders as
well as the communities in which META operates. Accordingly, META
will hold the Meeting virtually via live audio webcast, available
online using the LUMI meeting platform at
https://web.lumiagm.com/232399830, on Tuesday, October 27, 2020 at 11:00 a.m.
(EST). META Shareholders will not be able to attend the
Meeting in person. A summary of the information META Shareholders
will need to attend the Meeting online is provided in the
Information Circular.
Your vote is important regardless of the number of META Shares
you own. All META Shareholders are encouraged to vote their proxies
before 11:00 a.m. (EST) on
October 23, 2020.
For META Shareholders with Questions or Requiring Help
Voting:
If you have any questions regarding the submission of your
proxy, please contact Kingsdale Advisors, the strategic advisor and
the proxy solicitation agent for META, by telephone at
1-800-749-5856 toll-free in North
America (+1-416-867-2272 collect) or by e-mail at
contactus@kingsdaleadvisors.com.
About Meta Growth
Meta Growth is a leader in secure, safe and responsible access
to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™,
Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational
cannabis retail stores, Meta Growth enables the public to gain
knowledgeable access to Canada's
network of authorized Licensed Producers of cannabis. Meta Growth
is listed on the TSX Venture Exchange under the symbol (TSXV:
META).
For more information on Meta Growth, visit:
metagrowth.com
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statements
Certain information in this news release constitutes
forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "expect", "potential",
"believe", "intend" or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include, but are not limited to, statements with respect to the
benefits of the Arrangement to the META Shareholders, including
becoming the largest retailer in Canada by revenue and network; statements with
respect to the META Board's assessment of the current and future
state of the debt and equity markets; High Tide Entity having
greater financial and human resources, enabling it to more
effectively accelerate the build-out of the Company's retail
cannabis footprint, receipt of regulatory approvals, the
anticipated timing for the Meeting and closing of the Arrangement,
and the satisfaction of closing conditions for the Arrangement
including, without limitation: (i) required META Shareholder
approval; (ii) necessary court approval in connection with the
Arrangement, (iii) High Tide obtaining the necessary approvals from
the Canadian Securities Exchange for the delisting of securities,
and the necessary approvals from the TSX Venture Exchange for the
listing of securities in connection with the Arrangement; (iv) the
Company obtaining the necessary approvals from the TSX Venture
Exchange for the delisting of the META Shares; and (v) other
closing conditions, including, without limitation, obtaining
certain consents and the operation and performance of the High Tide
and the Company businesses in the ordinary course until closing of
the Arrangement. In particular, there can be no assurance that the
Arrangement will be completed.
Forward-looking statements are based on current expectations,
estimates, projections, and assumptions of the Company and High
Tide described herein including, without limitation, expected
growth, results of operations, performance, industry trends and the
provinces of Canada in which the
combined company will operate, removing or increasing caps on the
number of private retail store locations to permit the combined
company's retail store growth plan. While the Company considers
these assumptions to be reasonable, based on information currently
available, they may prove to be incorrect. Readers are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements also necessarily involve known and
unknown risks, including, without limitation, risks associated with
the delay or failure to receive regulatory approvals with
respect to the Arrangement; the Arrangement not proceeding or
anticipated synergies not materializing as planned or at all;
inability to access sufficient capital from internal and external
sources, and/or inability to access sufficient capital on
favourable terms; the retail cannabis industry generally, including
changing industry trends; income tax and regulatory matters; the
ability of the Company and High Tide to implement their business
strategies; competition; crop failure/conditions; general business,
economic, competitive, political, regulatory and social
uncertainties and conditions; adverse industry events; marketing
costs; loss of markets; the COVID-19 pandemic nationally and
globally, which could have a material adverse impact on the
Company's and High Tide's business, operations and financial
results and on public markets generally, including disruptions in
supply chains, as well as a deterioration of general economic
conditions including national and/or global recessions; the
response of governments to the COVID-19 pandemic in respect of the
operation of retail stores; and currency and interest rate
fluctuations and other risks. Readers are cautioned that the
foregoing list is not exhaustive. 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 at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and reflect the
Company's expectations as of the date hereof, and thus are subject
to change thereafter. The Company 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 required by law. Factors that could cause anticipated
opportunities and actual results to differ materially include, but
are not limited to, matters referred to above and elsewhere in the
Company's and High Tide's public filings.
SOURCE Meta Growth Corp.