Parties to Move Towards Definitive Agreements to Merge Heavenly Rx With Cutting Edge Cannabinoid Pharmaceutical Company
Heavenly Rx Nominates former Kimberly Clark Chief Marketing Officer and Kellogg's former Chief Growth Officer Clive Sirkin to the board of Therapix
TORONTO, Nov. 19, 2019 /CNW/ - SOL Global Investments Corp. ("SOL Global" or the "Company") (CSE:SOL) (OTCPK: SOLCF) (Frankfurt:9SB) announced today that its 40.7% owned portfolio company Heavenly Rx, Ltd. ("Heavenly Rx") has entered into a memorandum of understanding ("MOU") with the US NASDAQ listed public company, Therapix Biosciences Ltd (NASDAQ: TRPX), a speciality clinical-stage pharmaceutical company with a portfolio of technologies and assets based on cannabinoid pharmaceuticals, pursuant to which Therapix and Heavenly Rx have agreed to pursue a business combination. Pursuant to the MOU, the parties will negotiate a definitive agreement for a business combination between Therapix and Heavenly Rx, constituting a reverse takeover of Therapix by Heavenly Rx. Heavenly Rx is led by Paul Norman, former President of Kellogg Company's North American business. The parties have agreed to enter into an initial share exchange between Therapix and Heavenly Rx pursuant to which Therapix will issue up to 20% of its outstanding American Depositary Shares to acquire an interest in Heavenly Rx. This share exchange is expected to close within 30 days and represents an initial step towards the proposed business combination between Therapix and Heavenly Rx.
"Today's announcement marks the opportunity for Heavenly Rx to become a public company. It was just a matter of finding the right company to go forward with and we have found a great partner with Therapix. The possibility of marrying our CPG expertise with Therapix's specialized background positions this proposed transaction to win long-term in the vastly expanding CBD marketplace," said Paul Norman, Chief Executive Officer of Heavenly Rx.
Subject to successful completion of the proposed business combination, the parties intend the Company to be renamed Heavenly Rx, Ltd. with Mr. Norman serving as Chief Executive Officer of the combined business. Clive Sirkin, a seasoned global CPG executive who most recently served as the Chief Growth Officer for the Kellogg Company, will join Heavenly Rx's board of directors. Prior to Kellogg, Mr. Sirkin served as the Chief Marketing Officer of Kimberly-Clark, overseeing all marketing across both their B2B and B2C divisions during a time of unprecedented shareholder growth in the company's history.
Any transaction between the parties remains subject to entry into a definitive agreement and to any applicable shareholder and regulatory approvals. There can be no guarantee that the proposed business combination, or any other business combination between Therapix or Heavenly Rx, will be consummated.
About SOL Global Investments Corp.
SOL Global is an international investment company with a focus on investing in cannabis and cannabis related companies in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces with an objective of providing shareholders with a long term return through capital appreciation, dividends and interest from its investments. If SOL Global believes there is a strategic reason to do so, it may also invest in companies not in the cannabis sector.
The Company's head office is located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9.
Cautionary Statement Regarding Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable securities laws. All statements contain herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative if these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may", or "will" happen, or by discussions of strategy. Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management of the Company, there is no assurance that such expectations will prove to be correct. By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond the Company's control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, but are not limited to: the Company's ability to comply with all applicable governmental regulations in a highly regulated business; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US federal laws; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE SOL Global Investments Corp.
For further information: SOL Global Investments Corp., Brady Cobb, Chief Executive Officer, Phone: (212) 729-9208, Email: [email protected]