Intends to Take-Up as soon as Minimum Tender Condition is Met
EDMONTON, Feb. 28, 2018 /CNW/ - Aurora Cannabis Inc. ("Aurora") (TSX: ACB) (OTCQX: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) announced today that it has received a No Action Letter from the Competition Bureau (Canada) regarding its offer (the "Offer") to purchase all of the issued and outstanding common shares ("CanniMed Shares") of CanniMed Therapeutics Inc. ("CanniMed") that it does not already own.
As outlined in Aurora's notice of variation dated February 5, 2018, approval under the Competition Act (Canada) represented the final regulatory approval required before Aurora could begin its take-up of CanniMed Shares under the Offer.
Aurora intends to begin its take-up of CanniMed Shares once sufficient CanniMed Shares have been deposited under the offer to meet the minimum tender condition of 66 2/3% of the issued and outstanding CanniMed Shares, calculated on a fully diluted basis. To date, 40% of CanniMed's outstanding shares have been deposited to the Offer, with a number of additional CanniMed Shareholders advising Aurora they have been waiting for Aurora to clear regulatory approvals before tendering to the Offer.
"This approval means we can move ahead with this acquisition and begin the integration of CanniMed into Aurora shortly thereafter, led by our recently-appointed VP Business Integration, André Jérôme, and execute quickly on realizing the strategic synergies we have identified," said Terry Booth, CEO. "One of the key considerations behind this acquisition is the formation of our new Medical Cannabis Centre of Excellence, for which CanniMed will be the cornerstone. The combination is expected to result in a corporate group with over 40,000 patients, over 260,000 kg per annum in funded capacity, a very strong international presence, highly visible brands, and a broad offering that resonates well with our markets. We now look forward to connecting with our new colleagues, and enter the next phase of growth for both companies."
How to Tender
Aurora encourages CanniMed shareholders to read the full details of the Offer set forth in its original offer and takeover bid circular dated November 24, 2017 (as amended by its notice of change dated January 12, 2018), the Notice of Variation and accompanying offer documents (collectively, the "Offer Documents"), which contain detailed instructions on how CanniMed shareholders can tender their CanniMed common shares to the Offer. For assistance in depositing CanniMed common shares to the Offer, CanniMed shareholders should contact the Depository and Information Agent for the Offer, Laurel Hill Advisory Group at Phone: 1-877-452-7184 (North American Toll Free Phone) and 1-416-304-0211 (Outside North America); Facsimile: 416-646-2415; and E-mail: [email protected].
About the Offer
The full details of the Offer are set out in the Offer Documents, which have been filed with the Canadian securities regulatory authorities and have been mailed to CanniMed shareholders. The Offer Documents are also available on SEDAR under CanniMed's profile at www.sedar.com.
Materials filed with the Canadian securities regulatory authorities are available electronically without charge at www.sedar.com. Materials filed with the SEC are available electronically without charge on EDGAR accessible through the SEC's website at www.sec.gov. Documents related to the Offer, including the Offer Documents, are also available on Aurora's website at www.auroramj.com and shareholders are invited to visit cannimed.auroramj.com for further information.
Aurora's wholly-owned subsidiary, Aurora Cannabis Enterprises Inc., is a licensed producer of medical cannabis pursuant to Health Canada's Access to Cannabis for Medical Purposes Regulations ("ACMPR"). The Company operates a 55,200 square foot, state-of-the-art production facility in Mountain View County, Alberta, known as "Aurora Mountain", and a second 40,000 square foot high-technology production facility known as "Aurora Vie" in Pointe-Claire, Quebec on Montreal's West Island. In January 2018, Aurora's 800,000 square foot flagship cultivation facility, Aurora Sky, located at the Edmonton International Airport, was licensed. Once at full capacity, Aurora Sky is expected to produce over 100,000 kg per annum of cannabis. Aurora is also completing a fourth facility in Lachute, Quebec utilizing its wholly owned subsidiary Aurora Larssen Projects Ltd.
Aurora also owns Berlin-based Pedanios, the leading wholesale importer, exporter, and distributor of medical cannabis in the European Union. The Company offers further differentiation through its acquisition of BC Northern Lights Ltd. and Urban Cultivator Inc., industry leaders, respectively, in the production and sale of proprietary systems for the safe, efficient and high-yield indoor cultivation of cannabis, and in state-of-the-art indoor gardening appliances for the cultivation of organic microgreens, vegetables and herbs in home and professional kitchens.
Aurora holds a 19.88% ownership interest in Liquor Stores N.A., who intend developing a cannabis retail network in Western Canada. In addition, the Company holds approximately 17.23% of the issued shares in leading extraction technology company Radient Technologies Inc., and has a strategic investment in Hempco Food and Fiber Inc., with options to increase ownership stake to over 50%. Aurora is also the cornerstone investor in two other licensed producers, with a 22.9% stake in Cann Group Limited, the first Australian company licensed to conduct research on and cultivate medical cannabis, and a 17.62% stake in Canadian producer The Green Organic Dutchman Ltd., with options to increase to majority ownership.
Aurora's common shares trade on the TSX under the symbol "ACB".
On behalf of the Boards of Directors,
AURORA CANNABIS INC.
Questions may be directed to Aurora's Information Agent at:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: [email protected]
Forward-Looking Information Cautionary Statement
This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in release include statements regarding the expected timing of completion of the acquisition, the expected results of the acquisition of CanniMed, Aurora's plans for CanniMed following the acquisition, and the expected size and scope of the combined corporate group. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release, including assumptions based upon CanniMed's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of CanniMed or Aurora. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly 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 expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedar.com.
Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice to U.S. Holders
The Offer is made for the securities of a company formed outside of the United States. The Offer will be subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
SOURCE Aurora Cannabis Inc.
For further information: For Aurora, Cam Battley, Chief Corporate Officer, +1.905.864.5525, [email protected], www.auroramj.com; Marc Lakmaaker, Director, Investor Relations and Corporate Development, +1.647.269.5523, [email protected]