SASKATOON, Saskatchewan--(BUSINESS WIRE)--
CanniMed Therapeutics Inc. (“CanniMed” or the “Company”) (CMED.TO) announces it is pleased with the joint decision by the Ontario Securities Commission (the “OSC”) and the Financial and Consumer Affairs Authority of Saskatchewan (together with the OSC, the “Commissions”) to reject Aurora Cannabis Inc.’s (“Aurora”) request to shorten the 105 day minimum deposit period to 35 days in respect of Aurora’s hostile bid (the “Hostile Bid”) to acquire all of the common shares of the Company. Aurora’s attempt to reduce the minimum bid period was inappropriate and clearly an attempt to pressure CanniMed shareholders into tendering to the coercive Hostile Bid by unfairly shortening the statutorily required bid period.
CanniMed is also very pleased that the Commissions, pursuant to their public interest jurisdiction, are requiring Aurora to issue a press release and to amend its take-over bid circular to correct disclosure deficiencies made in multiple press releases, as well as its take-over bid circular that the Commissions determined would reasonably be expected to affect CanniMed shareholders’ decision whether or not to tender to the Hostile Bid. Such disclosures related to, among other things, the circumstances under which, and the means by which, Aurora became aware of the exact date that CanniMed’s Board was meeting to consider the arrangement agreement relating to the acquisition of Newstrike (the “Newstrike Acquisition”).
“We are pleased with the Commissions’ decision and this is good news for CanniMed shareholders eager to support the Newstrike Acquisition to create real and significant value, and confirms our belief that it was inappropriate for Aurora to seek to shorten the required bid deposit period and that disclosures made by Aurora were deficient and misleading,” said Brent Zettl, President and CEO, CanniMed. “The Newstrike Acquisition remains an excellent opportunity for CanniMed and its shareholders, and is clearly superior to Aurora’s inadequate Hostile Bid that offers phantom value based on an inflated Aurora share price. While we were disappointed that the Commissions cease traded our shareholders rights plan, the rights plan was an appropriate and necessary response to the Hostile Bid and was beneficial to CanniMed and its shareholders as it provided the Board time that was needed to consider the Hostile Bid and communicate with our shareholders who are eager to support the Newstrike Acquisition.”
CanniMed also expressed its resolve regarding several issues related to insider arrangements with, and the improper use of material, non-public information by certain members of the Board who are also affiliated with the locked-up shareholders. While these matters may not have met the Commissions’ high burden of proof that Aurora acted jointly with such parties under the strict statutory meaning, CanniMed believes that the circumstances leading to the execution of the lock-up agreements and Aurora making its first proposal to the Board were done in a manner meant to coerce CanniMed shareholders and is vindicated by the Commissions’ decision to require Aurora to correct deficient and misleading disclosure in such regard.
“While this clearly questionable behavior did not to meet the strict statutory test for joint actors, it does not pass the smell test of our shareholders and we believe that shareholders will be only more certain of this once Aurora amends and corrects its deficient disclosure. Common sense, and soon Aurora’s own words, indicate that Aurora has proceeded in a highly inappropriate and coercive manner, in order to disadvantage CanniMed shareholders and we expect this to be influential in our shareholders’ decision to vote for the Newstrike Acquisition and reject Aurora’s hostile bid,” Zettl added.
Finally, although the Commissions did not deny Aurora the ability to make open market purchases of up to 5 per cent of CanniMed’s shares pursuant to a limited exception to the take-over bid rules, such purchases must be normal course, open market purchases with the result that any such purchases will not impact or influence the CanniMed vote on the Newstrike Acquisition.
VOTE GREEN TO ACQUIRE NEWSTRIKE. DO NOT TENDER TO AURORA AND DO NOT VOTE BLUE.
The CanniMed Board and management will vote their GREEN proxies in support of the Newstrike Acquisition and will not tender to Aurora’s hostile bid. The Board strongly recommends shareholders to join them in doing the same, no matter how many shares are owned. Here’s how:
- To vote FOR the Newstrike Acquisition vote GREEN. Follow the instructions on the GREEN VIF or form of proxy by January 19th, 2018 at 10:00 am (EST). Shareholders with questions or who need help voting should call Kingsdale Advisors toll-free at 1-888-518-1554 or by email at firstname.lastname@example.org.
- Ignore and recycle any Blue proxy forms received.
- To reject Aurora’s Hostile Bid, simply do nothing. Do not tender your shares. If you have tendered your shares in error or now wish to withdraw, simply ask your broker or Kingsdale Advisors at 1-888-518-1554 or email@example.com to assist with this process.
Shareholders are also encouraged to visit www.NewstrikeNotAurora.com for more details.
Kingsdale Advisors is acting as strategic shareholder and communications advisor. AltaCorp Capital Inc. is acting as financial advisor to the Board and Borden Ladner Gervais LLP is acting as legal advisor to the Board. Cormark Securities Inc. is acting as financial advisor to the Special Committee and Stikeman Elliott LLP is acting as legal advisor to the Special Committee.
About CanniMed Therapeutics Inc.
CanniMed is a Canadian-based, international plant biopharmaceutical company and a leader in the Canadian medical cannabis industry, with 17 years of pharmaceutical cannabis cultivation experience, state-of-the-art, GMP-compliant production process and world class research and development platforms with a wide range of pharmaceutical-grade cannabis products. In addition, the Company has an active plant biotechnology research and product development program focused on the production of plant-based materials for pharmaceutical, agricultural and environmental applications.
The Company, through its subsidiaries, was the first producer to be licensed under the Marihuana for Medical Purposes Regulations, the predecessor to the current Access to Cannabis for Medical Purposes Regulations. It was the sole supplier to Health Canada under the former medical marijuana system for 13 years, and has been producing safe and consistent medical marijuana for thousands of Canadian patients, with no incident of product diversion or recalls.
Notice Regarding Forward Looking Statements
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CanniMed to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to the timing and outcome of the Newstrike Acquisition; the anticipated benefits of the Newstrike Acquisition to CanniMed. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
In respect of the forward-looking statements and information referred to above, CanniMed has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of CanniMed to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals for the Newstrike Acquisition; the ability of the parties to the Newstrike Acquisition to satisfy, in a timely manner, the other conditions to the closing of the transaction; the impact of the Hostile Bid, the pricing of CanniMed and Aurora shares and the size of the cannabis industry. There can be no assurance that the Newstrike Acquisition will occur, or that it will occur on the terms and conditions contemplated in this news release. Moreover, there is no certainty as to the future pricing of CanniMed Shares or Aurora shares which could affect the value of the Hostile Bid or whether the conditions in the Hostile Bid will be satisfied or waived or whether shareholders will tender to such bid. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date.
CanniMed does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.