VANCOUVER, May 29, 2018 /CNW/ - MedMen Enterprises Inc. (formerly Ladera Ventures Corp.) (the "Issuer"), located at 10115 Jefferson Blvd, Culver City, CA 90232, and MM Enterprises USA, LLC (the "LLC") completed their previously announced business combination (the "Business Combination"), creating a U.S. based medical and adult use cannabis company listed on the Canadian Securities Exchange.
Adam Bierman, the Chief Executive Officer and a director of the Issuer (the "Acquiror"), located at 10115 Jefferson Blvd, Culver City, CA 90232, announced today that in connection with the Business Combination he acquired 815,295 Class A Super Voting Shares of the Issuer, representing 50% of the outstanding shares of such class, and 9,661,939 LTIP Units of the LLC (the "Acquired LTIP Units"). As a result of the Business Combination, the LLC became a direct subsidiary of MM Can USA, Inc. ("PC Corp") and an indirect subsidiary of the Issuer. Such Acquired LTIP Units were issued pursuant to the terms and conditions of the Third Amended and Restated Limited Liability Company Agreement of the LLC dated as of May 28, 2018 (the "LLC Agreement") among the LLC and its members.
Pursuant to the LLC Agreement and the Support Agreement dated as of May 28, 2018 (the "Support Agreement") between the Issuer, PC Corp and the LLC, and subject to the terms and conditions thereof, upon vesting of the Acquired LTIP Units and their conversion into common units of the LLC, the resulting common units may be redeemed by the Acquiror for cash or an equivalent number of Class B Subordinate Voting Shares of the Issuer (the "Subordinate Voting Shares"), with the form of such redemption consideration being at the option of the LLC.
The Acquired LTIP Units represent ownership and control of approximately 25.1% of the Issuer's issued and outstanding Subordinate Voting Shares after the Business Combination on a partially-diluted basis and approximately 2.1% on a fully-diluted basis. The Acquiror does not currently own or control any Subordinate Voting Shares or, other than as disclosed above, any other securities of the Issuer, PC Corp or the LLC.
The Acquiror is also a unitholder of certain funds that hold Class B Common Shares of PC Corp (the "PC Corp Class B Shares"). The Acquiror's percentage economic interest of such funds is representative of 40,764,747 PC Corp Class B Shares. There are currently 369,866,131 PC Corp Class B Shares outstanding.
Pursuant to the articles of incorporation of PC Corp and the Support Agreement, and subject to the terms and conditions thereof, the PC Corp Class B Shares may be redeemed from time to time by the holders thereof for cash or an equivalent number of Subordinate Voting Shares, with the form of such redemption consideration being at the option of PC Corp.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of this report may be obtained by contacting Investor Relations, MedMen Enterprises, at [email protected].
SOURCE MedMen Enterprises Inc.
For further information: please contact Investor Relations, MedMen Enterprises, at [email protected]