Cannabis Strategies Acquisition Corp. files final prospectus for $125,000,000 initial public offering of Class A restricted voting units
Dec 15, 2017, 13:20 ET
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Dec. 15, 2017 /CNW/ - Mercer Park CB, L.P. ("Mercer Park") and Cannabis Strategies Acquisition Corp. ("Cannabis Strategies") announce that they have filed a final prospectus with the securities regulatory authorities in all provinces and territories of Canada, except Quebec, and have obtained a receipt therefor in respect of Cannabis Strategies' initial public offering (the "Offering") of $125,000,000 of Class A restricted voting units (the "Class A Restricted Voting Units"). Cannabis Strategies has granted Canaccord Genuity Corp., the underwriter of the Offering (the "Underwriter"), a 30-day option following the closing of the Offering (the "Closing") to purchase up to an additional 1,875,000 Class A Restricted Voting Units, at a price of $10.00 each (the "Over-Allotment Option"). The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of the Over-Allotment Option) will be deposited into an escrow account and will only be released upon certain prescribed conditions, as further described in the final prospectus dated December 14, 2017 (the "Final Prospectus").
Cannabis Strategies is a newly organized special purpose acquisition corporation formed for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time (a "Qualifying Transaction"). Cannabis Strategies intends to identify, evaluate, and execute an attractive Qualifying Transaction by leveraging its network to find one or more attractive and, wherever possible, proprietary investment opportunities. It intends to focus its search for target businesses that focus on marijuana production and/or distribution and/or related sectors; however, it is not limited to a particular industry or geographic region for purposes of completing its Qualifying Transaction.
Mercer Park, the sponsor of Cannabis Strategies (the "Sponsor"), is a limited partnership indirectly controlled by Mercer Park, L.P., a privately-held family office based in New York, New York. Cannabis Strategies' strategy is to leverage Mercer Park's executive leadership and entrepreneurial expertise, investment experience and network, together with its team of employees, in order to identify and execute an attractive Qualifying Transaction.
Each Class A Restricted Voting Unit consists of one Class A restricted voting share (each, a "Class A Restricted Voting Share"), one share purchase warrant (each, a "Warrant") and one right (each, a "Right"). Each Warrant will entitle the holder to purchase one Class A Restricted Voting Share (and upon the closing of a Qualifying Transaction, each Warrant would represent the entitlement to purchase one Class B Share (as defined below)), and each Right would represent the entitlement to automatically receive, for no additional consideration, one-tenth (1/10) of one Class A Restricted Voting Share (following the closing of a Qualifying Transaction, which at such time will represent one-tenth (1/10) of one Class B Share). The Class A Restricted Voting Units are intended to begin trading promptly after the Closing. The Class A Restricted Voting Shares, the Warrants and the Rights comprising the Class A Restricted Voting Units will initially trade as a unit but it is anticipated that the Class A Restricted Voting Shares, the Warrants and the Rights will begin trading separately 40 days following the Closing (or, if such date is not an Exchange trading day, the next Exchange trading day), subject to Cannabis Strategies fulfilling customary listing requirements. However, no fractional Rights will be issued and only whole Rights will trade. The Class B shares of Cannabis Strategies (each, a "Class B Share") issued to the Sponsor, Kamaldeep Thindal and Charles Miles (or persons or companies controlled by them), which we refer to collectively as our Founders, will not be listed prior to the closing of a Qualifying Transaction, as described in the Final Prospectus. The Closing is expected to occur on or about December 21, 2017.
The Aequitas NEO Exchange Inc. (the "Exchange") has conditionally approved the listing of the Class A Restricted Voting Units, the Class A Restricted Voting Shares, the Warrants and the Rights, under the symbols "CSA.UN", "CSA.A", "CSA.WT" and "CSA.RT", respectively.
The Warrants will become exercisable during the period commencing 65 days after completion of a Qualifying Transaction and ending five years thereafter subject to adjustment and subject to early expiry as further described in the Final Prospectus. Each Warrant is exercisable to purchase one Class A Restricted Voting Share (which, following the closing of the Qualifying Transaction, will become one Class B Share) at a price of $11.50 per share.
Our Sponsor intends to purchase an aggregate of 2,500,000 Warrants (the "Founders' Warrants") at an offering price of $1.00 per Founders' Warrant (for an aggregate purchase price of $2,500,000) that will occur on or prior to the Closing. Our Sponsor also intends to purchase in aggregate up to an additional 234,375 Founders' Warrants in the event the Underwriter exercises the Over-Allotment Option.
Stikeman Elliott LLP is acting as Canadian legal counsel to Cannabis Strategies. Goodmans LLP is acting as Canadian legal counsel to the Underwriter. Ellenoff Grossman & Schole LLP is acting as U.S. counsel to Cannabis Strategies and the Underwriter.
The Offering is only being made to the public by prospectus. A prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada, except Quebec. Investors should read the prospectus before making an investment decision.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. A copy of the final prospectus is available on SEDAR at www.sedar.com.
About Cannabis Strategies Acquisition Corp.
Cannabis Strategies 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.
About Mercer Park CB, L.P.
Mercer Park is a limited partnership formed under the laws of Delaware that is indirectly controlled by Mercer Park, L.P., which is a privately-held family office based in New York, New York that is controlled by Jonathan Sandelman.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Cannabis Strategies' and Mercer Park's current expectations regarding future events. 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 Cannabis Strategies' or Mercer Park's control, that 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 the factors discussed under "Risk Factors" in the Final Prospectus. Neither Cannabis Strategies nor Mercer Park undertake any 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.
SOURCE Cannabis Strategies Acquisition Corp.
For further information: Jonathan Sandelman, Chief Executive Officer, Chairman, Director and Corporate Secretary, Cannabis Strategies Acquisition Corp., Chief Executive Officer, Mercer Park, L.P., (212) 299-7666 or [email protected]
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