CanniMed Therapeutics Inc. (“CanniMed”) (TSX: CMED) is advised that Aurora Cannabis Inc. (“Aurora”) has been successful in its offer (the “Offer”) for all issued and outstanding common shares of the Company. The information set out in this press release is based on information provided by Aurora.
The number of CanniMed common shares (the “CanniMed Shares”) tendered as at the close of business on March 8, 2018 totals 17,847,341, representing approximately 70.66% of the total outstanding CanniMed Shares on a fully diluted basis. All of the conditions to the Offer having been met, Aurora will take up the tendered CanniMed Shares and pay for those shares as soon as possible, and in any event not later than 3 business days after the CanniMed Shares are taken up. Aurora will issue a total of approximately 50.6 million Aurora common shares and pay a total of approximately $98 million in cash for the CanniMed Shares tendered as of March 8, 2018.
In addition, pursuant to applicable Canadian securities laws requiring Aurora to extend its Offer, Aurora has extended the period shareholders of CanniMed have to tender their shares under the Offer by 15 days to 11.59 pm (Pacific Time) March 25, 2018. Aurora has provided notice of the extension to Laurel Hill Advisory Group (the “Depositary and Information Agent”) effective March 9, 2018. There is no guarantee that Aurora will further extend the Offer after March 24, 2018, and CanniMed shareholders are encouraged to tender as soon as possible.
Full details of the extension of the period during which additional CanniMed Shares may be tendered under the Offer will be included in a notice of variation and extension (the “Notice of Variation and Extension”), which Aurora expects to file on SEDAR (under CanniMed’s profile) at www.sedar.com and mail to registered CanniMed Shareholders on or prior to March 9, 2018.
How to Tender
CanniMed Shareholders who wish to accept the Offer must properly follow the procedures outlined in Aurora’s original offer and takeover bid circular dated November 24, 2017 (as amended by its notice of change dated January 12, 2018), and its notice of variation dated February 5, 2018 and March 9, 2018, and accompanying offer documents (collectively, the “Offer Documents”), which contain detailed instructions on how shareholders can tender their Common Shares to the Offer. For assistance in depositing CanniMed Common Shares to the Offer, CanniMed shareholders should contact the Depository and Information Agent for the Offer, Laurel Hill Advisory Group at Phone: 1-877-452-7184 (North American Toll Free Phone) and 1-416-304-0211 (Outside North America); Facsimile: 416-646-2415; and E-mail: email@example.com.
About the Offer
The full details of the Offer are set out in the Offer Documents, which have been filed with the Canadian securities regulatory authorities and have been mailed to CanniMed shareholders. The Offer Documents are also available on SEDAR under CanniMed’s profile at www.sedar.com.
Materials filed with the Canadian securities regulatory authorities are available electronically without charge at www.sedar.com. Materials filed with the SEC are available electronically without charge on EDGAR accessible through the SEC’s website at www.sec.gov. Documents related to the Offer, including the Offer Documents, are also available on Aurora’s website at www.auroramj.com and shareholders are invited to visit cannimed.auroramj.com for further information.
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.
CanniMed, 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.
Forward-Looking Information Cautionary Statement
This news release contains certain “forward-looking statements” within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward looking statements in release include statements regarding Aurora’s intention to take-up CanniMed Shares under the Offer. Various assumptions were made in making such forward looking statements, including assumptions based upon Aurora’s intent to take-up CanniMed Shares and CanniMed shareholders tendering to the Offer. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. CanniMed is under no obligation, and expressly 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 expressly required by applicable law. A more complete discussion of the risks and uncertainties facing CanniMed appears in its Annual Information Form and continuous disclosure filings, which are available at www.sedar.com.
Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.