TORONTO, April 26, 2019 /CNW/ - Columbia Care Inc. (the "Company"), formerly known as Canaccord Genuity Growth Corp. ("CGGC") (NEO: CGGC.UN), is pleased to announce that it has completed its qualifying transaction (the "Transaction"), pursuant to which Columbia Care LLC ("Columbia Care"), one of the U.S.'s largest medical cannabis companies, became a wholly-owned subsidiary of the Company. In connection with the closing of the Transaction (the "Closing").
"The closing of this transaction is a pivotal turning point for Columbia Care and will enable us to accelerate our growth plans for not only our licensed footprint, which is already one of the largest in the U.S. and has been generated almost entirely organically, but also our ongoing research and product innovation efforts," said Nicholas Vita, chief executive officer of Columbia Care. "We have developed an extensive portfolio of proprietary branded products comprised of pharmaceutical-quality formulations and packaging with precision manufactured dosing. We look forward to leverage the hundreds of thousands sales transactions we have completed across the U.S. since inception and to pursue Columbia Care's mission to improve lives through product innovation, research and development and outstanding patient experience and our vision to solve some of the world's most challenging unmet medical needs."
Pursuant to the Transaction, the Company acquired all of the equity interests in Columbia Care by means of a merger of CGGC Acquisition LLC, a wholly-owned subsidiary of CGGC, with and into Columbia Care (the "Merger"), with Columbia Care surviving the Merger. In connection with the Merger, former holders of equity interests in Columbia Care received common shares of the Company (the "Common Shares") and proportionate voting shares of the Company. In addition, certain Columbia Care common unit purchase options and common unit purchase warrants were exchanged for options and warrants to acquire Common Shares of the Company, respectively.
As part of the Transaction, each of CGGC's class A restricted voting units not submitted for redemption separated into Common Shares and warrants (the "Warrants"), with the underlying class A restricted voting shares having automatically converted into Common Shares immediately prior to such separation. The Common Shares were consolidated on the basis of one post-consolidation Common Share for three pre-consolidation shares. The Warrants were similarly adjusted pursuant to the terms of the warrant agency agreement so that following Closing each Warrant will be exercisable for one-third of one Common Share. The Warrants will be exercisable commencing 65 days following Closing with a holder having to exercise three Warrants for an aggregate exercise price of C$10.35 to acquire one Common Share.
Immediately prior to the closing of the Transaction, the escrow release conditions for CGGC's previously announced private placement offering (the "Private Placement") of subscription receipts of its wholly-owned subsidiary (the "Subscription Receipts") were satisfied and the net proceeds of the Private Placement were released to CGGC. On the escrow release, each holder of Subscription Receipts received a pre-consolidation share of CGGC which was then consolidated on the basis of one post-consolidation Common Share for three pre-consolidation shares.
On Closing, the executive officers of CGGC were replaced by the management of Columbia Care and the directors of the Company were replaced with the appointment of the following individuals: Nicholas Vita, Michael Abbott, Igor Gimelshtein, John Howard, James A.C. Kennedy, Jonathan P. May and David F. Solomon.
It is expected that the Common Shares and Warrants will commence trading on the NEO Exchange on April 29, 2019 under the symbols "CCHW" and "CCHW.WT", respectively, subject to final approval by the NEO Exchange.
Columbia Care Founders
In connection with the Transaction, each of Michael Abbott and Nicholas Vita (collectively, the "Columbia Care Founders"), together with their respective affiliates, as applicable, acquired the equivalent of 38,652,350 and 40,249,225 Common Shares, respectively, in exchange for their equity interests in Columbia Care. Such Common Shares represent 17.9% and 18.6%, respectively, of the issued and outstanding Common Shares. Prior to the Transaction, the Columbia Care Founders did not own any securities of CGGC. In addition, at Closing, each of the Columbia Care Founders received 2,612,073 RSUs that, subject to certain time and performance-based vesting criteria, are settled in Common Shares. Assuming the achievement of all time and performance-based vesting criteria, the Columbia Care Founders' Common Share ownership would be 18.9% and 19.6%, respectively.
Each of the Columbia Care Founders acquired the Common Shares for investment purposes and may, depending on market and other conditions, increase or decrease its respective beneficial ownership, control or direction over securities of the Company through market transactions, private agreements, treasury issuances, exercise of warrants or otherwise.
A portion of the Common Shares held by the Columbia Care Founders are subject to the terms of voluntary lock-up agreements signed by each of the Columbia Care Founders in connection with the Transaction.
About Columbia Care LLC
Columbia Care is one of the U.S.'s largest and most experienced cultivators, manufacturers and providers of medical cannabis products and services. It is licensed in certain 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 health and wellness 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 the Company's current expectations regarding future events including, without limitation, expectations regarding the trading of the Common Shares and Warrants on the NEO Exchange. 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 the Company'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, 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 CGGC's final prospectus dated March 21, 2019, a copy of which is available on SEDAR at www.sedar.com. The Company 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 Columbia Care Inc.
For further information: Columbia Care Inc.: Mary-Alice Miller, Chief Risk Officer & General Counsel, 617-480-1347