Aurora Cannabis Responds to CanniMed's Adoption of Poison Pill Tactic
30 Nov, 2017, 20:29 ET
Reaffirms Commitment to Offer and Invitation to Tender
- Poison Pill Strips CanniMed Shareholders of Rights and Restricts Choices
- Not Approved by CanniMed Shareholders, Destroys Value
- Aurora Intends to Vigorously Challenge Poison Pill
VANCOUVER, Nov. 30, 2017 /CNW/ - Following the November 28, 2017 CanniMed Therapeutics Inc. ("CanniMed") (TSX: CMED) announcement that it has unilaterally adopted a shareholders' rights plan (the "Poison Pill") in response to the compelling offer (the "Offer") made by Aurora Cannabis Inc. (the "Company" or "Aurora") (TSX: ACB) (OTCQX: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) to CanniMed's shareholders, Aurora provides the following initial response:
- CanniMed's Refusal To Engage. Aurora is astonished by the continued refusal of CanniMed, its Board of Directors (the "Board"), and the Board's Special Committee to engage in a constructive dialogue to discuss the strong merits of its Offer, despite repeated approaches from Aurora. Aurora questions the Board and Special Committee's ability to make an informed decision and act in the best interest of shareholders.
- Oppressive Tactics to thwart the Offer. The Poison Pill is oppressive and serves only to thwart Aurora's compelling offer to CanniMed shareholders. The Poison Pill is the second self-serving and rash poison pill adopted by the CanniMed Board. The first such poison pill being when the CanniMed Board, with a public offer from Aurora in-hand, agreed to pay a significant break fee of $9.5 million dollars to Newstrike Resources Ltd. ("Newstrike Resources Poison Pill") in the event the highly conditional transaction with Newstrike Resources is not completed. The CanniMed Board's actions are a clear attempt to thwart Aurora's full and fair Offer to CanniMed shareholders.
- Limiting Rights and Choices of Shareholders. The adoption of the Poison Pill, for which CanniMed Board would not dare seek shareholder approval, is unprecedented in its scope and scale, as it takes away the rights and choices of shareholders. It also creates an overly burdensome process for CanniMed shareholders who wish to support the Offer and enter into lock-up agreements, as they must first seek the approval of CanniMed's Board. Moreover, it is in breach of securities laws.
- Self Serving Actions may affect CanniMed's Shareholder Value. Aurora believes that the actions taken by the CanniMed Board in adopting the Poison Pill and the Newstrike Resources Poison Pill could lead to inferior CanniMed shareholder value relative to the Aurora Offer, which provides significant value, today, a 75% premium to the 20-day VWAP of CanniMed shares prior to public disclosure of Aurora's intention. Furthermore, Aurora's Offer provides CanniMed shareholders with the opportunity to participate in the growth of the industry, alongside Aurora's exceptional execution track record.
- Aurora to Challenge Poison Pill and give Shareholders the Ability to Choose. Aurora intends to vigorously challenge the merits and terms of the Poison Pill approved by the CanniMed Board by bringing an application for a hearing before the Financial and Consumer Affairs Authority of Saskatchewan and Ontario Securities Commission to strike down the Poison Pill.
- Aurora Files Complaint With Securities Regulatory Authorities. Aurora has also filed a complaint with the the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securites Commission regarding CanniMed's failure to disclose certain important information regarding the Newstrike transaction, as required by securities law. For example, CanniMed has failed to disclose who has committed to support the highly dilutive Newstrike transaction. Aurora is hopeful CanniMed will comply with its obligations under securites law and provide the required information to shareholders soon.
"Since launching our offer, the feedback we have received from CanniMed's shareholders has been overwhelmingly positive. Many of CanniMed's shareholders are telling us that our offer represents an excellent premium for their CanniMed shares, and clearly see the considerable upside potential by becoming Aurora shareholders," said Cam Battley, Aurora's Executive Vice President.
The actions of CanniMed's management and Board, however, seem contrary to the wishes of CanniMed shareholders. CanniMed has adopted oppressive poison pill tactics, which appear to be driven solely by entrenched self-interest, and that purposely limit their shareholders' rights and ability to choose. They are taking fundamental rights away from their shareholders. We want CanniMed shareholders to be able to make their own choice, and we remain open for discussion at any time to explain the strong merits of our Offer. CanniMed's Board and management claim they are protecting their shareholders, but their actions say the opposite."
CanniMed's shareholders are encouraged to read more about the Offer by visiting Aurora's website dedicated to the Offer at cannimed.auroramj.com. Aurora continues to build value for its shareholders and has completed several transactions and business opportunities which CanniMed shareholders can read about at www.auroramj.com.
Additionally, CanniMed shareholders with questions regarding the Offer may contact Aurora's Information Agent and Depositary, Laurel Hill Advisory Group, at 1-877-452-7184 (toll free) or +1-416-304-0211 (collect call for shareholders outside North America).
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", a second 40,000 square foot high-technology production facility known as "Aurora Vie" in Pointe-Claire, Quebec on Montreal's West Island, and is currently constructing an 800,000 square foot production facility, known as "Aurora Sky", at the Edmonton International Airport, as well as is completing a fourth facility in Lachute, Quebec through its wholly owned subsidiary Aurora Larssen Projects Ltd.
In addition, the Company holds approximately 9.6% of the issued shares (12.9% on a fully-diluted basis) in leading extraction technology company Radient Technologies Inc., based in Edmonton, and is in the process of completing an investment in Edmonton-based Hempco Food and Fiber for an ownership stake of up to 50.1%. Furthermore, Aurora is the cornerstone investor with a 19.9% stake in Cann Group Limited, the first Australian company licensed to conduct research on and cultivate medical cannabis. Aurora also owns Pedanios, a leading wholesale importer, exporter, and distributor of medical cannabis in the European Union, based in Germany. 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's common shares trade on the TSX under the symbol "ACB".
On behalf of the Board of Directors,
AURORA CANNABIS INC.
Questions may be directed to Aurora's Depositary and 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]
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 CanniMed's defensive tactics and the effect on the value of the Aurora Offer; the timing and results of theapplication by Aurora to the Ontario Securities Commission and the Financial and Consumer Affairs Authority of Saskatchewan, and Aurora's business plans and potential 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 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.
SOURCE Aurora Cannabis Inc.
For further information: Cam Battley, Executive Vice President, +1.905.864.5525, [email protected], www.auroramj.com; Marc Lakmaaker, Director, Investor Relations and Corporate Development, +1.647.269.5523, [email protected]
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