MARKHAM, ON, June 20, 2018 /CNW/ - MedReleaf Corp. ("MedReleaf" or the "Company") (TSX: LEAF), today announced that the Company has been granted an interim order from the Ontario Superior Court of Justice (Commercial List) authorizing various matters, including the holding of a special meeting of MedReleaf shareholders to consider the previously announced arrangement (the "Arrangement") between MedReleaf and Aurora Cannabis Inc. ("Aurora") and the mailing of a management information circular (the "Circular") in respect of the previously announced transaction whereby Aurora intends to acquire all of the issued and outstanding common shares of MedReleaf (the "Transaction").
As described in the Circular, MedReleaf will be seeking shareholder approval for the Arrangement under the Business Corporations Act (Ontario) (the "Arrangement Resolution"). The special meeting of MedReleaf shareholders to consider the Arrangement Resolution will be held on Wednesday, July 18, 2018 at 1:00 p.m. (Toronto time) at the offices of Stikeman Elliot LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario. MedReleaf shareholders of record as of the close of business on June 14, 2018 are eligible to vote at the special meeting.
The Board of Directors of MedReleaf has unanimously recommended that MedReleaf shareholders vote FOR the Arrangement Resolution. Certain directors and officers of the Company have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the Arrangement. In addition, holders of approximately 56% of the Company's issued and outstanding common shares have entered into irrevocable hard lock-ups to vote their shares in favour of the Arrangement.
Under the terms of the Arrangement, MedReleaf shareholders will be entitled to receive 3.575 common shares of Aurora (the "Share Consideration") and $0.000001 in cash (the "Cash Consideration") in exchange for each MedReleaf common share held. Certain shareholders will also be entitled to elect to receive only the Share Consideration (and not to receive the Cash Consideration).
The Circular has been mailed to the shareholders of MedReleaf, and will also be available under the profile of MedReleaf on SEDAR at www.sedar.com. It will also be available on the website of MedReleaf at www.medreleaf.com.
YOUR VOTE IS IMPORTANT ‐ PLEASE VOTE TODAY. Your vote is important regardless of the number of shares you own. MedReleaf shareholders are encouraged to read the Circular in detail.
Shareholders who have questions regarding the Arrangement or who require assistance with voting may contact D.F. King, our proxy solicitation agent, by telephone toll free at 1-866-521-4425 (1-212-771-1133 by collect call) or by email at [email protected].
Canada's most awarded licensed producer, MedReleaf is an R&D-driven company dedicated to innovation, operational excellence and the production of top-quality cannabis. Sourced from around the world and carefully cultivated in one of two state-of-the-art ICH-GMP and ISO 9001 certified facilities in Ontario Canada, with a third facility currently in development, premium MedReleaf products are delivered to the global medical market. MedReleaf serves the therapeutic needs of patients seeking safe, consistent and effective medical cannabis and provides a compelling product offering for the adult-use recreational consumer.
For more information on MedReleaf, its products, research and how the company is helping patients #livefree, please visit MedReleaf.com or follow @medreleaf.
Forward looking statements
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to accretive earnings, anticipated benefits associated with the acquisition of MedReleaf, statements with respect to the effect of the Transaction on the combined company and its strategy going forward, the completion of any capital project or expansions, the timing for the completion of the Transaction; the consideration to be received by shareholders of MedReleaf, which may fluctuate in value due to Aurora common shares forming the consideration; the satisfaction of closing conditions including, without limitation (i) required Aurora and MedReleaf shareholder approvals; (ii) necessary court approval in connection with the plan of arrangement, (iii) receipt of any required approvals under the Competition Act; (iv) certain termination rights available to the parties under the Arrangement Agreement; (v) Aurora obtaining the necessary approvals from the TSX for the listing of its common shares in connection with the Transaction; and (vi) other closing conditions, including, without limitation, compliance by Aurora and MedReleaf with various covenants contained in the Arrangement Agreement. In particular, there can be no assurance that the Transaction will be completed. Forward looking statements are based on certain assumptions regarding Aurora and MedReleaf, including expected growth, results of operations, performance, industry trends and growth opportunities. While Aurora and MedReleaf consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally, income tax and regulatory matters; the ability of Aurora to implement its business strategies; competition; currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. Aurora and MedReleaf disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in Aurora's MedReleaf's public filings and the material change reports that will be filed in respect of this Transaction, which are, or will be, available on SEDAR.
Notice to U.S. Holders. Both Aurora and MedReleaf have been formed outside of the United States. Transaction will be subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies. It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the companies are located in Canada, and some or all of their officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
SOURCE MedReleaf Corp.