Aurora Cannabis Inc. (“Aurora” or the “Company”)(ACB.TO) (ACBFF) ( Frankfurt : 21P; WKN: A1C4WM) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis and Co., LLC (“Glass Lewis”), two leading advisory firms, have recommended that shareholders of Aurora vote for the Share Issuance Resolution with respect to the plan of arrangement to acquire all of the shares issued and outstanding of MedReleaf Corp. (“MedReleaf”) (the “Transaction”).
Additionally, both firms recommend shareholders vote for the Reduction of Capital Resolution in regard to the proposed spin-out of Aurora’s U.S. assets by way of a distribution of capital to Aurora Shareholders of the common shares of Australis Capital Inc. (“Australis”).
As previously announced on May 14, 2018 , under the proposed Transaction, holders of MedReleaf common shares will receive 3.575 Aurora common shares and, in general, $0.000001 in cash for each MedReleaf common share held. Details of the transaction are provided in the Company’s documents relating to the proposed plan of arrangement on www.sedar.com as well as on the Company’s dedicated transaction site https://medreleaf.auroramj.com.
“We are bringing together two leading cannabis companies with very complementary assets, teams, brands, cultures and philosophies, in order to further capitalize on unique and immediate opportunities in the global cannabis sector, and to accelerate growth,” said Terry Booth , CEO. “The two leading independent shareholder advisory firms have now validated this proposal and recommend shareholders vote in favour of the combination due to its strategic synergies. The Board and management of Aurora recommend shareholders vote their proxies in favour of both resolutions as soon as possible, including the capital reduction related to the proposed spin-out of Australis.”
For questions, shareholders should connect with Aurora’s advisory firm Laurel Hill, whose contact details are provided below in this press release.
The Glass Lewis reports states that:
“In terms of strategic merit, we believe there is a fairly straightforward case here. The transaction creates a Canadian cannabis firm with significantly increased scale and expanded product development capabilities in anticipation of legalized recreational cannabis consumption in Canada , which is set to take effect in mid-October 2018 . These benefits will be paired with existing distribution agreements expected to place the combined firm’s more diversified product suite in a strong competitive position in Canada and North America more generally, while also prospectively positioning the joint enterprise to compete internationally. We see no cause to question this general framework.”
The ISS report states that:
“The proposed arrangement makes strategic sense as it combines two companies in the same cannabis segment with complementary assets and products, distribution networks, and capabilities. The combined entity is expected to benefit from a stronger competitive positioning in the evolving cannabis industry due larger production scale, improved efficiency, extensive distribution channels, better diversified products portfolio, improved brand leadership and enhanced capital markets profile.”
The ISS report also noted a number of expected benefits of the proposed business combination, including the following:
- The arrangement brings together two leading operators with a total funded capacity of over 570,000 kg per year of high-quality cannabis.
- MedReleaf’s high-yield cultivation is expected to further enhance productivity and reduce costs across the combined entity’s facilities.
- The combined entity will have distribution agreements with Alberta’s AGLC, Quebec’s SAQ, Shoppers Drug Mart, and Pharmasave, among others.
- The combined entity will have strong, complementary distribution channels internationally, enabling both companies to more strongly leverage their early mover advantage in these potentially large and lucrative markets.
- A more broadly diversified portfolio of award-winning high-quality flower and derivative products will enable the combined entity to establish strong brands across the various market segments, as well as establish a strong margin profile.
- Three established cannabis brands, Aurora, CanniMed and MedReleaf, coupled with a portfolio of consumer and wellness brands – San Rafael ’71, Woodstock , and AltaVie – all backed by detailed consumer and marketplace insights and advanced analytical frameworks.
- Aurora’s Medical Centre of Excellence together with MedReleaf’s ongoing studies with recognized research institutes are expected to create scientific momentum on a global scale.
The record date for the distribution of Australis shares to Aurora shareholders will now be subsequent to the anticipated completion of the transaction, thus providing distribution to MedReleaf shareholders also. Consequently, the distribution ratio of Australis shares is anticipated to be adjusted accordingly.
The Board of Directors recommends that Aurora shareholders vote FOR the Share Issuance Resolution and FOR the Reduction of Capital Resolution.
Your vote is very important. Shareholders should vote FOR the Share Issuance Resolution and FOR the Reduction of Capital Resolution using the form of proxy or voting instruction form in advance of the proxy voting deadline on Monday July 16, 2018 at 9:00 a.m. ( Vancouver time)
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