- Binding term sheet signed, transaction valued at approximately $115 million
- Unites Anandia, a globally-recognized leader in cannabis science, with Aurora, one of Canada's largest and most innovative Licensed Producers
- Gives Anandia access to significant new market opportunities in Canada and internationally through Aurora's global footprint
- Accelerates the construction of Anandia's testing and product development laboratory in Vancouver and unique, purpose-built cannabis breeding facility ahead of Canadian adult-use legalization
- Anandia's testing services will remain operationally independent of Aurora, and the company is committed to continuing to serve all clients, including Licensed Producers and patient-growers
All financial figures in Canadian dollars ($) unless otherwise indicated
VANCOUVER, June 12, 2018 /CNW/ - Anandia Laboratories Inc. ("Anandia" or "the Company"), a global leader in cannabis testing, genetics and R&D, is pleased to announce that it has signed a binding term sheet (the "Agreement") with Aurora Cannabis Inc. ("Aurora") (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) whereby Aurora will acquire all of the issued and outstanding shares of Anandia, valuing the Company at approximately $115 million, payable in units consisting of one common share of Aurora plus one half of a common-share purchase warrant for each common share of Aurora issued to Anandia.
Dr. Jonathan Page, Anandia's co-founder and CEO, stated, "Anandia has amassed an extensive library of cannabis genetics coupled with in-depth genomic and chemical analysis. Partnering with Aurora, with their expanded financial resources, scientific expertise and multiple cultivation sites, will enable us to accelerate our current breeding efforts to create the next-generation of cannabis genetics. Both Anandia and Aurora are strong believers in research and science-based solutions. We are confident that joining forces will enable us to rapidly advance cannabis science for the benefit of consumers, patients and growers, and further establish Aurora as the global leader in the cannabis industry."
Dr. John Coleman, Anandia's co-founder and COO, stated, "It is the combination of strong science and client focus that has made Anandia a cannabis testing leader. We intend to continue supporting all of our clients. Anandia's testing business will remain operationally independent, and we will be taking steps in the coming weeks to ensure that our independence is clear to our stakeholders. We hold all client information private and confidential and will continue to do so. In the meantime, we are expanding our capacity to service the anticipated increase in sample volume associated with legalization through our new 12,700 sq.ft. corporate head office, testing and product development laboratory in Vancouver."
Anandia is also constructing a unique, purpose-built Cannabis Innovation Centre on Vancouver Island. The 22,500 square foot greenhouse facility designed by Aurora Larssen Projects Inc. and associated 10,000 square foot laboratory will house Anandia's cannabis breeding and genetics program. This strategic site, located close to a major airport in Comox BC, has the option to expand to 100,000+ square feet.
Dr. Page concluded, "Our new Cannabis Innovation Centre provides the infrastructure needed to serve a rapidly growing cannabis market. Leveraging Aurora's capabilities, we will be able to accelerate the completion date of our new centre. Additionally, being integrated into Aurora's international operations will enable us to rapidly broaden our reach beyond the domestic Canadian industry."
Aurora will purchase 100% of the issued and outstanding shares from Anandia's shareholders in exchange for common shares of Aurora based on the 20-day VWAP (to the Effective Date) equivalent to approximately $115 million. In addition, each Aurora share will be accompanied with a warrant exercisable for 1/2 of an Aurora common share at an exercise price equal to the issue price plus 10% with a term of 5 years.
The parties intend to complete the Acquisition by way of a plan of arrangement under the Business Corporations Act (British Columbia) subject to finalization of an Arrangement Agreement on acceptable terms to both parties. The closing of the Acquisition is subject to customary closing conditions, including execution of definitive documentation, completion of satisfactory due diligence, and receipt of applicable shareholder, third party and regulatory approvals, including that of the Supreme Court of British Columbia and the satisfaction of other conditions customary in transactions of this nature. The parties anticipate closing the Acquisition in the coming weeks.
Anandia has been established to provide the science, technical innovations and services that underpin the global cannabis industry. Anandia provides industry-leading analytical testing services including potency, pesticides, microbes and terpenes to Licensed Producers and patients. In addition, the Company uses modern plant breeding approaches to develop next generation cannabis varieties.
Anandia holds a Dealer's Licence by Health Canada pursuant to the provisions of the Controlled Drugs and Substances Act and the Narcotic Control Regulations. The Dealer's Licence permits Anandia to analyze and extract cannabis, as well as cultivate cannabis for breeding purposes.
Anandia has achieved important recognition in various national and international publications, as well as received the accolade of Top Testing Lab at the 2017 Lift Canadian Cannabis Awards.
Aurora's wholly-owned subsidiary, Aurora 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 by Health Canada. Once at full capacity, Aurora Sky is expected to produce over 100,000 kg per annum of cannabis. Aurora is completing a facility in Lachute, Quebec utilizing its wholly owned subsidiary Aurora Larssen Projects Inc. ("ALPS"). ALPS provides comprehensive project services related to the design, engineering, construction support, compliance requirement, genetics, commissioning and maintenance of Aurora Standard production facilities across the globe.
The Company's wholly-owned subsidiary CanniMed Therapeutics Inc. ("CanniMed") is Canada's first licensed producer of medical cannabis, with over 20,000 kg per annum in funded capacity. Aurora also owns Berlin-based Pedanios GmbH, the leading wholesale importer, exporter, and distributor of medical cannabis in the European Union. The Company owns 51% of Aurora Nordic, which will be constructing a 1,000,000 square foot hybrid greenhouse in Odense, Denmark.
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 25% ownership interest in Alcanna Inc. ("CLIQ"), Western Canada's largest private retail chain of liquor stores, who are 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 holds 52.7% of Hempco Food and Fiber Inc.
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 licensed producer The Green Organic Dutchman Ltd., with options to increase to majority ownership. Finally, the Company owns a 9.14% stake in CTT Pharmaceutical, an innovative product development company within the cannabis space.
Aurora's Common Shares trade on the TSX under the symbol "ACB", and are a constituent of the S&P/TSX Composite Index.
Cautionary Statement on Forward-Looking Information
Certain information contained in this press release, including any information as to Anandia Laboratories Inc.'s (the "Corporation") strategy, projects, plans or future financial or operating performance, constitutes "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "will", "expect", "continue", "assess", "anticipate" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions; including material estimates and assumptions that, while considered reasonable by the Corporation as at the date of this press release in light of each of management's experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements and undue reliance should not be placed on such statements and information.
Any forward-looking statements included in this document are made as of the date of this document and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although management of the Corporation believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.
SOURCE Anandia Laboratories Inc.
For further information: Jonathan Page, President and CEO, 778 945 8590, [email protected]; Media inquiries: Lana Culley, Director of Business Development, 289 968 4585, [email protected], www.anandia.ca; For Aurora: Marc Lakmaaker, 647 269 5523, [email protected]; Rob Kelly, 705 606 0744, [email protected]; www.auroramj.com