The Supreme Cannabis Company, Inc. (SPRWF) (FIRE.TO) to Acquire Premium Wellness Cannabis Company Blissco
Marijuana Industry NewsUncategorized May 16, 2019 MJ Shareholders
“Supreme Cannabis is the best positioned company in the cannabis space to help Blissco achieve its ambition of delivering innovative, quality assured full-spectrum cannabis products to the world,” said Damian Kettlewell, CEO of Blissco. “By merging with Supreme Cannabis, Blissco shareholders will benefit from the combined expertise of both companies in growing premium cannabis brands, producing and procuring high-quality inputs, commercializing new products, and ensuring regulatory compliance. Blissco shareholders will also benefit from Supreme Cannabis’ enhanced trading liquidity on the TSX and greater access to capital that will allow us to focus and accelerate Blissco’s premium wellness business.”
“Blissco has built a distinct and authentic premium wellness brand. Through our strategic partnership and prior investment in the company, we developed a deep understanding of the business and a high level of confidence in the senior management team. This transaction will allow Blissco to focus its business around the production and commercialization of cannabis oils and topicals for the premium wellness consumer,” said Navdeep Dhaliwal, CEO of Supreme Cannabis. “Blissco shares our vision, mission, and values. Through this transaction, we will combine best-in-class processes, commercialization, marketing and brand building expertise, and skilled management, ensuring we continue to achieve our vision to improve global well-being with cannabis.”
Transaction Highlights.
Share-based offer to enable upside participation.
Under the terms of the Arrangement Agreement, Supreme Cannabis will acquire all of the issued and outstanding Blissco Shares not already owned by Supreme Cannabis, representing a total value of approximately $48 million. Each Blissco Share will be exchanged for 0.24 of a common share of Supreme Cannabis (the “Supreme Cannabis Shares”). Shareholders of both companies will benefit from the combined companies’ expanded product offerings, infrastructure and consumer reach. Through the acquisition, Blissco will join Supreme Cannabis’ exclusive portfolio of premium brands and operate as Supreme Cannabis’ health and wellness business.
Expands Canada’s only premium-focused brand portfolio.
Blissco’s established premium wellness brand provides a platform from which the combined company will launch new products for this growing consumer segment. Through the acquisition of Blissco, Supreme Cannabis cements its position as Canada’s only premium cannabis company producing at scale.
Provides advanced extraction capabilities.
Based in Langley, BC, Blissco operates a 18,000 square foot production facility with advanced extraction capabilities. Blissco has completed phase 1 of construction of its state-of-the-art cannabis oil extraction lab. Blissco has been producing cannabis oils since receiving its production license in August 2018.
United and committed leadership team.
Upon closing the Arrangement, Blissco’s CEO, Damian Kettlewell will continue to lead Blissco while benefiting from Supreme Cannabis’ expertise, infrastructure and access to capital. Mr. Kettlewell has committed to remaining employed at Supreme Cannabis as well as retaining at least 75% of his shares for a minimum of two years.
Board Approvals.
The Arrangement was unanimously approved by both companies’ boards of directors, and by a special committee of independent directors of Blissco (the “Special Committee”). Deloitte LLP (“Deloitte”) acted as an independent financial advisor to the Special Committee and has provided a verbal opinion to the Special Committee that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications on which such opinion is based, the consideration to be received by Blissco shareholders pursuant to the Arrangement is fair, from a financial point of view, to such shareholders, other than Supreme Cannabis. The board of directors of Blissco unanimously recommends that Blissco shareholders vote in favour of the resolution to approve the Arrangement.
Voting support agreements and conditions to close.
The Arrangement will require approval: (i) by 66 ⅔% of the votes cast by Blissco shareholders represented in person or by proxy at a special shareholders meeting (the “Meeting”) called to consider the Arrangement, and (ii) by a majority of the votes cast by Blissco shareholders represented in person or by proxy at the Meeting, after excluding the votes cast by persons whose votes are to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders. Closing of the Arrangement is also subject to the approval of the Supreme Court of British Columbia, the conditional approval of the TSX to listing the Supreme Cannabis Shares to be issued in connection with the Arrangement, receipt of required regulatory approvals, and other customary conditions of closing.
Supreme Cannabis has secured irrevocable hard lock-ups (the “Lock-Ups”) from shareholders of Blissco representing approximately 52% of the outstanding Blissco shareholders, including Damian Kettlewell, CEO of Blissco, to vote in favour of the Arrangement, and also currently owns approximately 10% of the outstanding Blissco Shares.
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