Completion of the Offering
On October 24, 2018, 1177687 B.C. Ltd. (“Curaleaf FinCo“) completed the Offering pursuant to which Curaleaf FinCo issued 45,422,167 subscription receipts (the “Subscription Receipts“) at a price of C$11.45 per Subscription Receipt for gross proceeds of C$520,083,812 or US$400,002,932 (assuming C$1.3002/US$1.0 exchange rate at the time of closing of the books on October 24, 2018). In connection with the closing of the Business Combination, 45,422,167 Subscription Receipts issued pursuant to the Offering were automatically converted into 45,422,167 common shares in the capital of Curaleaf FinCo and then exchanged into Subordinated Voting Shares on a one-for-one basis.
Completion of the Business Combination and Escrow Release
The Business Combination was completed by way of a three-cornered amalgamation, pursuant to which 1177679 B.C. Ltd., a wholly owned subsidiary of the Company, amalgamated with Curaleaf FinCo to form a new company, which was subsequently wound up into the Company and now holds all of the assets of Curaleaf.
As part of the Business Combination, the Company implemented a dual class voting structure on October 25, 2018, including the creation of a new class of subordinated voting shares (the “Subordinated Voting Shares“) and a new class of multiple voting shares (the “Multiple Voting Shares“) and changed its name to “Curaleaf Holdings, Inc.”. Each Subordinated Voting Share carries the right to one vote per share on all matters to be voted on by shareholders of the Company and each Multiple Voting Share carries the right to 15 votes per share on all matters to be voted on by shareholders of the Company.
The proceeds from the Offering, less certain expenses, were placed into escrow on completion of the Offering. The escrowed proceeds from the Offering, less the commission of the Agents and certain fees and expenses, will be released from escrow to the Company at Company’s instruction.
Following the Business Combination, the Company will have 457.6 million total shares issued and outstanding and 508.5 million shares issued on a fully diluted basis, valuing the Company’s 100% equity at C$5,822 million or US$4,478 million (assuming C$1.3002/US$1.0 exchange rate at the time of closing of the books on October 24, 2018).
The Company has received conditional approval from the Canadian Securities Exchange (“CSE“) for the listing of its Subordinated Voting Shares, which are expected to commence trading on the CSE under the ticker symbol “CURA” at market open on Monday, October 29, 2018. Listing is subject to the Company fulfilling all listing requirements of the CSE.
Full details of the Company including the Business Combination are set out in Curaleaf’s listing statement dated October 25, 2018 (the “Listing Statement“). A copy of the Listing Statement can be found under LVI’s (now the Company’s) profile on SEDAR at www.sedar.com.
About Curaleaf Holdings, Inc.
The Company is the parent of Curaleaf, Inc. (“Curaleaf“). Curaleaf is a leading vertically integrated cannabis operator in the United States. Headquartered in Wakefield, Massachusetts, Curaleaf has a presence in 12 states. Curaleaf owns and operates 28 dispensaries, 12 cultivation sites and 9 processing sites with a focus on highly populated, limited license states, including Florida, Massachusetts, New Jersey and New York. Curaleaf leverages its extensive research and development capabilities to distribute cannabis products in multiple formats with the highest standard for safety, effectiveness, consistent quality and customer care. Curaleaf is committed to being the industry’s leading resource in education and advancement through research and advocacy. Curaleaf’s Florida operations were the first in the cannabis industry to receive the Safe Quality Food certification under the Global Food Safety Initiative, setting a new standard of excellence.
For more information please visit www.curaleaf.com.
The CSE (operated by CNSX Markets Inc.) has in no way passed upon the merits of the Proposed Business Combination and has neither approved nor disapproved of the contents of this press release.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons“), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account or benefit of, persons in the United States or U.S. Persons. For more information about the transactions described herein, please refer to the Listing Statement.
Forward Looking Information
Certain statements in this press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, information concerning the listing of the Subordinated Voting Shares, including whether conditions to the listing of the Subordinated Voting Shares will be satisfied, expectations for the effects of the Business Combination or the ability of the combined company to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Those assumptions and factors are based on information currently available to the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: ability to obtain requisite regulatory approvals and the satisfaction of other conditions to the listing of the Subordinating Voting Shares; the potential impact of the announcement of the consummation of the Business Combination on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Business Combination. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements and forward-looking information. The forward-looking information contained in this release is made as of the date hereof and the Company assumes no obligation to update or revise any forward-looking statements or forward-looking information that are incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
SOURCE Curaleaf Holdings, Inc.
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