Secures Commitment of Investors Holding
Approximately $155 million of
Debentures to Covert
TORONTO, Nov. 14, 2019 /CNW/ - Aurora Cannabis
Inc. ("Aurora" or the "Company") (NYSE | TSX:
ACB), the Canadian company defining the future of cannabis
worldwide, announced today that it has provided notice to all
holders (the "Debentureholders") of the Company's
CAD$230 million 5% unsecured,
convertible debentures due March 9,
2020 (the "Debentures") of an opportunity to
voluntarily convert their Debentures at the Amended Early
Conversion Ratio (as defined herein).
All Debentureholders will be able to convert their Debentures at
the Amended Early Conversion Ratio during the period commencing on
November 18, 2019 and ending at
5:00 p.m. (Toronto time) on November 20, 2019 (the "Early Conversion
Period"). The Amended Early Conversion Ratio will be
determined using an amended early conversion price (the "Amended
Early Conversion Price"), which will represent a 6% discount to
5 day volume weighted average trading price (the "VWAP") of
the common shares of the Company (the "Common Shares") on
the Canadian and U.S. stock exchanges, as outlined in the indenture
dated March 9, 2018, as supplemented
by a first supplemental indenture, between the Company and
Computershare Trust Company of Canada (the "Trustee") governing the
Debentures (the "Indenture"), which has been filed under the
Company's profile on SEDAR at www.sedar.com. The VWAP will be
measured utilizing volumes and prices on both the Canadian and U.S.
stock exchanges.
Lock-Up Support
Aurora has secured the commitment of investors holding
approximately $155 million face value
of Debentures to convert their Debentures at the Amended Early
Conversion Ratio.
Exchange Details & Benefits
A Debentureholder who elects to convert their Debentures during
the Early Conversion Period will receive the following per each
$1,000 principal amount of Debentures
submitted:
(i)
|
all Common Shares
contractually due under the temporarily amended early conversion
ratio equal
to $1,000 principal amount of Debentures divided by the Amended
Early Conversion Price per
$1,000 principal amount of such Debentureholder's Debentures (the
"Amended Early Conversion
Ratio"),
|
(ii)
|
accrued and unpaid
interest from the last interest payment date, being June 30, 2019,
to, but
excluding, November 25, 2019, payable in cash, and
|
(iii)
|
future unpaid
interest from November 25, 2019, to, but excluding, the date of
maturity of the
Debentures, being March 9, 2020, payable in cash
|
Any Debentureholder who converts their Debentures during the
Early Conversion Period by 5:00 p.m.
(Toronto time) on November 18, 2019 will receive the Common Shares
due under the Amended Early Conversion Ratio under an alternate
settlement process as described in the Supplemented Indenture.
In accordance with the terms of the Indenture and, concurrently
with this news release, the Company has provided the Trustee with a
notice of the Amended Early Conversion Ratio (the
"Notice"). As set out in the Notice, the Company's
Board of Directors has approved the Amended Early Conversion Ratio
applicable to the Debentures during the Early Conversion
Period. The Amended Early Conversion Ratio during the Early
Conversion Period will not affect the rights of those
Debentureholders who do not convert their Debentures prior to the
expiry of the Early Conversion Period.
The Company will issue a press release on November 22, 2019 after the close of trading of
the stock exchanges, confirming the Amended Early Conversion Price
and the Amended Early Conversion Ratio.
Terry Booth, CEO of Aurora,
stated: "The early conversion program provides Debentureholders
with a meaningful incentive to convert early and we are very
pleased to have the institutional support to ensure meaningful
participation."
Board Recommendation
The Company's Executive Committee and its Board of Directors
believe the Amended Early Conversion Ratio is in the best interest
of the Company's shareholders as it will provide maximum balance
sheet flexibility. Aurora has significant financial
flexibility under its various financial facilities to finance any
remaining Debentures that mature in 2020.
Debentureholders who do not convert their Debentures during the
Early Conversion Period will not be entitled to the benefit of the
Amended Early Conversion Ratio and will not receive the Common
Shares issuable upon conversion of the Debentures, or up front
payment of interest to maturity. For clarity,
Debentureholders who do not convert their Debentures during the
Early Conversion Period will retain their full rights under the
Indenture including conversion right and entitlement to interest,
as outlined under the Indenture.
The TSX has conditionally approved the Amended Early Conversion
Ratio, the Amended Early Conversion Price and the listing of the
additional Common Shares issuable upon conversion of the Debentures
at the Amended Early Conversion Price. Listing of these securities
is subject to the Company fulfilling standard TSX listing
requirements.
Debentureholders are urged to contact their brokers well in
advance of the expiry of the Early Conversion Period.
Debentureholder Contact
The Company has retained Laurel Hill Advisory Group
("Laurel Hill") as
solicitation agent. Debentureholders may contact Laurel Hill toll-free in North America at 1.877.452.7148 or collect
outside North America at
1.416.304.0211 or by email at assistance@laurelhill.com.
Prior to the commencement of the Early Conversion Period, the
Company reserves the right to withdraw the Notice and the Amended
Early Conversion Ratio should market conditions materially
deteriorate.
About Aurora
Headquartered in Edmonton, Alberta,
Canada with funded capacity in excess of 625,000 kg per
annum and sales and operations in 25 countries across five
continents, Aurora is one of the world's largest and leading
cannabis companies. Aurora is vertically integrated and
horizontally diversified across every key segment of the value
chain, from facility engineering and design to cannabis breeding
and genetics research, cannabis and hemp production, derivatives,
high value-add product development, home cultivation, wholesale and
retail distribution.
Highly differentiated from its peers, Aurora has established a
uniquely advanced, consistent and efficient production strategy,
based on purpose-built facilities that integrate leading-edge
technologies across all processes, defined by extensive automation
and customization, resulting in the massive scale production of
high-quality consistent product. Designed to be replicable and
scalable globally, our production facilities are designed to
produce cannabis at significant scale, with high quality,
industry-leading yields, and low-per gram production costs. Each of
Aurora's facilities is built to meet European Union Good
Manufacturing Practices ("EU GMP") standards. Certification
has been granted to Aurora's first production facility in Mountain
View County, the MedReleaf Markham facility, and its wholly owned
European medical cannabis distributor Aurora Deutschland. All
Aurora facilities are designed and built to the EU GMP standard. In
addition to the Company's rapid organic growth and strong execution
on strategic M&A, which to date includes 17 wholly owned
subsidiary companies – MedReleaf, CanvasRX, Peloton Pharmaceutical,
Aurora Deutschland, H2 Biopharma, BC Northern Lights, Larssen
Greenhouses, CanniMed Therapeutics, Anandia, HotHouse Consulting,
MED Colombia, Agropro, Borela, ICC Labs, Whistler, Chemi
Pharmaceutical, and Hempco–Aurora is distinguished by its
reputation as a partner and employer of choice in the global
cannabis sector, having invested in and established strategic
partnerships with a range of leading innovators, including: Radient
Technologies Inc. (TSXV: RTI), Cann Group Ltd. (ASX: CAN), Micron
Waste Technologies Inc. (CSE: MWM), Choom Holdings Inc. (CSE:
CHOO), CTT Pharmaceuticals (OTCC: CTTH), Alcanna Inc. (TSX: CLIQ),
High Tide Inc. (CSE: HITI), EnWave Corporation (TSXV: ENW), Capcium
Inc. (private), Evio Beauty Group (private), and Wagner Dimas
(private).
Aurora's Common Shares trade on the TSX and NYSE under the
symbol "ACB", and is a constituent of the S&P/TSX Composite
Index.
For more information about Aurora, please visit our investor
website, investor.auroramj.com
Terry Booth, CEO
Aurora Cannabis Inc.
Forward looking statements
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"). 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 forward-looking statements are only
predictions. Various assumptions were used in drawing the
conclusions or making the projections contained in the
forward-looking statements throughout this news release.
Forward-looking statements are based on the opinions, estimates and
assumptions of management in light of management's experience and
perception of historical trends, current conditions and expected
developments at the date the statements are made, such as current
and future market conditions, the current and future regulatory
environment and future approvals and permits. Forward-looking
statements are subject to a variety of risks, uncertainties and
other factors that management believes to be relevant and
reasonable in the circumstances could cause actual events, results,
level of activity, performance, prospects, opportunities or
achievements to differ materially from those projected in the
forward-looking statements, including general business and economic
conditions, changes in laws and regulations, product demand,
changes in prices of required commodities, competition and other
risks, uncertainties and factors set out under the heading "Risk
Factors" in the Company's annual information form dated
September 10, 2019 (the "AIF") and
filed with Canadian securities regulators available on the
Company's issuer profile on SEDAR at www.sedar.com. The Company
cautions that the list of risks, uncertainties and other factors
described in the AIF is not exhaustive and other factors could also
adversely affect its results. Readers are urged to consider the
risks, uncertainties and assumptions carefully in evaluating the
forward-looking statements and are cautioned not to place undue
reliance on such information. The Company 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 securities laws.
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SOURCE Aurora Cannabis Inc.