TORONTO, Sept. 25, 2020 /CNW/ - Meta Growth Corp. (TSXV: META) ("Meta Growth", "META" or the "Company") is pleased to announce that it has filed the management information circular (the "Information Circular") and related voting materials for the special meeting of holders ("META Shareholders") of common shares of META ("META Shares") to be held on October 27, 2020 (the "Meeting"). The purpose of the Meeting is to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving the previously announced proposed acquisition pursuant to which High Tide Inc. ("High Tide") will acquire all of the issued and outstanding META Shares by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The Information Circular contains a detailed description of the Arrangement and other information relating to META and High Tide.
The Information Circular and related voting materials are currently in the process of being mailed to the META Shareholders and are also available on META's website at www.metagrowth.com and under META's SEDAR profile at www.sedar.com.
The board of directors of META (the "META Board") unanimously recommends that META Shareholders vote in favour of the Arrangement Resolution at the Meeting and has determined that the consideration offered to the META Shareholders is fair, from a financial point of view, to the META Shareholders. The META Board has also obtained a fairness opinion from Echelon Wealth Partners Inc. that states that the consideration to be received by META Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the META Shareholders.
It is expected that, subject to receipt of all regulatory, court, shareholder and other approvals, the Arrangement will be completed in the fourth quarter of 2020.
Benefits to META Shareholders
Ownership in a larger company focused on retail cannabis operations. High Tide has established itself as a leading cannabis retailer and the Arrangement positions High Tide, following closing of the Arrangement, as the largest cannabis retailer in Canada by revenue and network;
Preserving shareholder value. The META Board's assessment of the current and future state of the debt and equity markets that could be available to META to provide META with the full amount of funding it requires to finance its business and operations, including the risk that such funding may not be obtained in a reasonable time or in full or on terms satisfactory to META, as well as the META Board's assessment of market conditions;
Premium to META Shareholders. The exchange ratio values the META Shares at $0.133 per META Share, representing a premium of 14% based on the 10-day volume-weighted average price of the META Shares on the TSX Venture Exchange and High Tide Shares on the Canadian Securities Exchange as of August 20, 2020; and
Continuity and retention. Following the acquisition of META, High Tide will have greater financial and human resources, enabling it to more effectively accelerate the build-out of META's retail cannabis footprint.
Voting and Participation
Amid ongoing concerns about the Coronavirus (COVID-19) outbreak, META remains mindful of the well-being of its shareholders and their families, its industry partners and other stakeholders as well as the communities in which META operates. Accordingly, META will hold the Meeting virtually via live audio webcast, available online using the LUMI meeting platform at https://web.lumiagm.com/232399830, on Tuesday, October 27, 2020 at 11:00 a.m. (EST). META Shareholders will not be able to attend the Meeting in person. A summary of the information META Shareholders will need to attend the Meeting online is provided in the Information Circular.
Your vote is important regardless of the number of META Shares you own. All META Shareholders are encouraged to vote their proxies before 11:00 a.m. (EST) on October 23, 2020.
For META Shareholders with Questions or Requiring Help Voting:
If you have any questions regarding the submission of your proxy, please contact Kingsdale Advisors, the strategic advisor and the proxy solicitation agent for META, by telephone at 1-800-749-5856 toll-free in North America (+1-416-867-2272 collect) or by e-mail at [email protected].
About Meta Growth
Meta Growth is a leader in secure, safe and responsible access to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational cannabis retail stores, Meta Growth enables the public to gain knowledgeable access to Canada's network of authorized Licensed Producers of cannabis. Meta Growth is listed on the TSX Venture Exchange under the symbol (TSXV: META).
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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 the benefits of the Arrangement to the META Shareholders, including becoming the largest retailer in Canada by revenue and network; statements with respect to the META Board's assessment of the current and future state of the debt and equity markets; High Tide Entity having greater financial and human resources, enabling it to more effectively accelerate the build-out of the Company's retail cannabis footprint, receipt of regulatory approvals, the anticipated timing for the Meeting and closing of the Arrangement, and the satisfaction of closing conditions for the Arrangement including, without limitation: (i) required META Shareholder approval; (ii) necessary court approval in connection with the Arrangement, (iii) High Tide obtaining the necessary approvals from the Canadian Securities Exchange for the delisting of securities, and the necessary approvals from the TSX Venture Exchange for the listing of securities in connection with the Arrangement; (iv) the Company obtaining the necessary approvals from the TSX Venture Exchange for the delisting of the META Shares; and (v) other closing conditions, including, without limitation, obtaining certain consents and the operation and performance of the High Tide and the Company businesses in the ordinary course until closing of the Arrangement. In particular, there can be no assurance that the Arrangement will be completed.
Forward-looking statements are based on current expectations, estimates, projections, and assumptions of the Company and High Tide described herein including, without limitation, expected growth, results of operations, performance, industry trends and the provinces of Canada in which the combined company will operate, removing or increasing caps on the number of private retail store locations to permit the combined company's retail store growth plan. While the Company considers 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 the delay or failure to receive regulatory approvals with respect to the Arrangement; the Arrangement not proceeding or anticipated synergies not materializing as planned or at all; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industry generally, including changing industry trends; income tax and regulatory matters; the ability of the Company and High Tide to implement their business strategies; competition; crop failure/conditions; general business, economic, competitive, political, regulatory and social uncertainties and conditions; adverse industry events; marketing costs; loss of markets; the COVID-19 pandemic nationally and globally, which could have a material adverse impact on the Company's and High Tide's business, operations and financial results and on public markets generally, including disruptions in supply chains, as well as a deterioration of general economic conditions including national and/or global recessions; the response of governments to the COVID-19 pandemic in respect of the operation of retail stores; and 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 the Company's expectations as of the date hereof, and thus are subject to change thereafter. The Company disclaims 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 the Company's and High Tide's public filings.
SOURCE Meta Growth Corp.
For further information: Meta Growth, Mark Goliger, Chief Executive Officer, Meta Growth, Tel: 647-689-6382, [email protected]; Media Inquiries, Matt Ryan, VP of Marketing, Meta Growth, Tel: 647-633-9330, [email protected]