Deal Part of LiveWell's Transformation to A Global CBD Leader
/NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
OTTAWA, Dec. 19, 2018 /CNW Telbec/ - LiveWell Canada Inc. ("LiveWell" or the "Company"), (CSE: LVWL), is pleased to announce that on December 14, 2018, it signed the definitive agreement with Acenzia Inc., a leading developer and manufacturer of natural health products and supplements in Tecumseh, Ontario, to acquire 100% of Acenzia Inc.'s common shares (the "Transaction"), for a total purchase price of $20 million. LiveWell previously announced the binding letter of intent to acquire Acenzia on October 5, 2018.
The Transaction is part of LiveWell's transformation to a global CBD life sciences company focused on quality products and functional outcomes. Blending science and advanced manufacturing, Acenzia is an innovator in rapid product development and therapeutics specific to particular medical conditions. These capabilities will further LiveWell's health-related research in CBD and other cannabinoids and fast-track the Company's CBD product development.
"Leveraging strategic partnerships are key to scaling quickly and capitalizing on the immense and immediate market opportunities," said David Rendimonti, President and CEO of LiveWell. "The acquisition of Acenzia represents an opportunity for proprietary brand insight and product innovation. Their advanced therapeutics and easy-to-access diagnostics fall into a category of their own," he added.
"The synergies of this merger create unparalleled potential in healthcare innovation. We are extremely excited to contribute our technology, insight and passion alongside this tremendously capable team," said Grant Bourdeau, one of the two co-founders of Acenzia, along with Indrajit Sinha, who will both join the leadership team at LiveWell.
"CBD will rewrite the history of how the delivery of healthcare is viewed. The opportunity to be part of this only comes around once in a lifetime," said Dr. Sinha.
The composition of the total $20 million purchase consideration remains consistent as previously announced on October 5, 2018, except that shareholders have accepted promissory notes for the $2 million cash portion of the total purchase consideration. The promissory notes bear a 10% annual interest and mature on June 30, 2019.
As part of this acquisition, LiveWell will issue 21,428,571 common shares at $0.84 each to the shareholders of Acenzia at closing, which is expected to take place in the next few weeks. Further, a loan provider of $750,000 to Acenzia Inc. agreed to convert 50% or $375,000 to common shares of LiveWell at $0.84 each, for a total of 446,428 common shares.
A finder's fee of $70,000 will be payable under this Transaction.
LiveWell is an innovative Canadian hemp and cannabis company focused on advanced research on CBD and other cannabinoids, as well as developing, marketing and distributing consumer health and wellness products.
Cautionary Note Regarding Forward-Looking Statements
This release includes forward-looking statements about the Company and its business. Often, but not always, forward-looking statements can be identified by the use of words such as "plan", "continue", "expect", "schedule", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements (including negative variations) that certain events or conditions "may" or "will" occur. Such statements are based on the current expectations of management. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of unknown and known risk factors and uncertainties affecting the Company. Further, the Company cautions that this foregoing list of material factors is not exhaustive, and readers are encouraged to read all Risk Factors disclosed in the Company's Management Discussion & Analysis dated October 26, 2018.
In respect of the forward-looking statements and information concerning the anticipated benefits of the Transaction, including the anticipated timing for closing, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time.
The forward-looking information contained in this press release represents expectations of the Company as of the date of this press release and accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
For more information, visit livewellcorp.com.
SOURCE LiveWell Canada Inc.
For further information: Media: English, Deborah Stokes, 819 576-3789, [email protected]; French, Dorra Jemail, 819 718-2042, [email protected]; Investors: Nicole Marchand, 416-428-3533, [email protected]; Company: David Rendimonti, President and CEO, Steven Archambault, Chief Financial Officer, Tel: 819 718-2042