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TORONTO, Feb. 20, 2019 /CNW/ - Canaccord Genuity Growth Corp. ("CGGC") has, in accordance with applicable rules, filed a non-offering preliminary prospectus with the securities regulatory authorities in each of the provinces and territories of Canada (other than Quebec).
On November 21, 2018, CGGC announced that it had entered into a definitive transaction agreement (the "Transaction Agreement") with Columbia Care LLC ("Columbia Care"), a leading medical cannabis company in the United States to effect a business combination (the "Business Combination"), by way of a merger between Columbia Care and a newly-formed Delaware subsidiary of CGGC, which is intended to constitute CGGC's qualifying transaction. Upon completion of the Business Combination, CGGC will be renamed Columbia Care Inc.
CGGC has also entered into an amendment (the "Amendment") to the Transaction Agreement. Pursuant to the Amendment, CGGC and Columbia Care have agreed to extend the outside date by which the Business Combination is to be completed from March 31, 2019 to April 30, 2019. As previously consented to by the holders of Subscription Receipts, this extension operates to extend the Escrow Release Deadline, which is the last day upon which the escrow release conditions set out in the Subscription Receipt Agreement entered into on November 1, 2018 in connection with the issuance of US$85.1 million of Subscription Receipts on that date, from March 31, 2019 to April 30, 2019.
The Amendment also provides for an increase in the value ascribed to Columbia Care for purposes of the Business Combination to properly recognize: (i) US$26,435,000 of indebtedness contributed to Columbia Care in exchange for the issuance of common units of Columbia Care; (ii) US$5,930,000 which represents the value of Columbia Care profit interests expected to vest after March 28, 2021; and (iii) US$4,629,762 which Columbia Care received in consideration of common units issued subsequent to completion of its "Series D" round, not previously included in the value of Columbia Care. The Amendment also increases the value of CGGC to US$131,264,339 to properly reflect the private placement of subscription receipts completed on November 1, 2018. Finally, the Amendment provides for the deletion of two conditions precedent to the closing of the Business Combination, specifically those related to: (i) the maximum value of the Class A Restricted Voting Shares validly tendered for redemption and in respect of which dissent rights were duly exercised; and (ii) the total fees and expenses incurred by CGGC since inception.
The Business Combination remains subject to the satisfaction or waiver of certain customary conditions, including, among other things, receipt of all required third party consents, regulatory approvals (including that of the NEO Exchange) and the approval of shareholders of CGGC and holders of ownership interests in Columbia Care.
The Business Combination must be approved by at least two-thirds (66 2/3%) of the votes cast by CGGC's shareholders. Following the issuance of a receipt for the final prospectus, CGGC will file and mail an information circular, to which the final prospectus will be attached, in connection with the special meeting of shareholders of CGGC (the "CGGC Meeting") at which approval of the Business Combination will be sought.
CGGC intends to mail the information circular to its shareholders in March 2019 and it is anticipated that the CGGC Meeting will take place in early April. Closing of the Business Combination is expected to occur shortly after the CGGC Meeting, subject to satisfaction or waiver of the conditions contained in the Transaction Agreement, as amended as well as applicable regulatory and shareholder approval.
Copies of the preliminary prospectus and the Amendment will be available on SEDAR at www.sedar.com.
About Canaccord Genuity Growth Corp.
Canaccord Genuity Growth Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying transaction within a specified period of time.
About CG Investments Inc.
CG Investments Inc. is the sponsor of CGGC. CG Investments Inc. is a wholly-owned subsidiary of Canaccord Genuity Group Inc., a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: capital markets and wealth management.
About Columbia Care LLC
Columbia Care is one of the U.S.'s largest and most experienced manufacturers and providers of medical cannabis products and services. It is licensed in highly selective and regulated jurisdictions and has completed more than 750,000 sales transactions since its inception. Working in collaboration with globally renowned and innovative teaching hospitals and medical centers, Columbia Care is a patient-centered healthcare company setting the standard for compassion, professionalism, quality, caring and innovation for a rapidly expanding new industry. For more information on Columbia Care, please visit www.col-care.com.
This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects CGGC's current expectations regarding future events including the proposed Business Combination. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond CGGC's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐ looking information. Such risks and uncertainties include, but are not limited to, timing and requirements applicable to completion of the Business Combination, failure to complete the Business Combination, inability to obtain requisite regulatory and shareholder approvals, changes in general economic, business and political conditions, changes in applicable laws, compliance with extensive government regulation, as well as the factors discussed under "Risk Factors" in the preliminary prospectus, a copy of which is available on SEDAR at www.sedar.com. CGGC undertakes no obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
The NEO Exchange does not accept responsibility for the adequacy or accuracy of this press release.
SOURCE Canaccord Genuity Growth Corp.
For further information: Canaccord Genuity Growth Corp., Michael Shuh, Chairman and Chief Executive Officer, (416) 869-7376