ICC Labs Inc. (the
Company or
ICC
Labs) (TSX-V: ICC) is pleased to announce that it has
obtained an interim order of the Supreme Court of British Columbia
authorizing, among other things, the holding of the Company’s
special meeting of holders (the
ICC Shareholders)
of common shares (
ICC Shares). At the meeting, the
ICC Shareholders will be asked to consider and vote on a special
resolution (the
Arrangement Resolution) approving
a statutory plan of arrangement (the
Arrangement)
whereby, subject to the terms and conditions of an arrangement
agreement between the Company and Aurora Cannabis Inc.
(
Aurora) dated September 8, 2018 (the
Arrangement Agreement), Aurora will acquire all of
the issued and outstanding ICC Shares.
Share Consideration and
Premium
If the Arrangement becomes effective, each ICC
Shareholder will receive $1.95 per ICC Share, payable in common
shares of Aurora (the Aurora Shares) valued at the
volume-weighted average trading price of Aurora Shares on the
Toronto Stock Exchange (the TSX) during the twenty
trading day period ending on the second to last trading day on the
TSX immediately prior to the date the Arrangement is completed
pursuant to the terms of the Arrangement Agreement and as further
described in the Company’s management information circular (the
Circular) in respect of the Arrangement.
The consideration to be received by ICC
Shareholders represents a premium of approximately 34% on the
twenty day volume-weighted average trading price of ICC Shares on
the TSX Venture Exchange (the TSX-V) for the
period ending August 22, 2018 (being the last trading day prior to
ICC issuing a news release in respect of a media report speculating
as to a potential transaction involving the acquisition of
ICC).
Board Recommendation and Fairness
Opinions
The Company’s board of directors has
unanimously approved the Arrangement and recommends that ICC
Shareholders vote FOR the Arrangement Resolution.
The Company’s board recommendation is supported
by a fairness opinion from each of Canaccord Genuity Corp. and
INFOR Financial Inc. to the effect that, as of the date of each
opinion, and subject to the assumptions, limitations and
qualifications on which each such opinion is based, the
consideration to be received under the Arrangement by the ICC
Shareholders is fair, from a financial point of view, to the ICC
Shareholders.
Shareholder Support
Agreements
Certain shareholders of ICC collectively holding
approximately 28.8% of the issued and outstanding ICC Shares (as of
September 26, 2018) have entered into support agreements with
Aurora to, among other things, vote the ICC Shares owned by them in
favour of the Arrangement and to otherwise support its completion,
subject to the terms and conditions of the support agreements.
The Arrangement is subject to, among other
things, the affirmative vote of at least two-thirds of the votes
cast by ICC Shareholders present in person or represented by proxy
at the meeting.
Special Meeting of ICC
Shareholders
The meeting will be held on Tuesday November 6,
2018 at 9:00 a.m. (Toronto time) at the offices of Norton Rose
Fulbright Canada LLP located at Royal Bank Plaza, South Tower,
Suite 3800, 200 Bay Street, Toronto, Ontario. Meeting materials,
including a Notice of Special Meeting and the Circular, will be
mailed shortly to ICC Shareholders of record as of the close of
business on September 26, 2018. The meeting materials will also be
available under the Company’s profile on SEDAR at
www.sedar.com.
Assuming approval of the Arrangement at the
meeting, the Company will, on or about November 8, 2018, return to
the Court to seek a final order to implement the Arrangement. The
closing of the Arrangement is also subject to receipt of certain
other approvals (including certain Uruguayan regulatory approvals
and the consent of Aurora’s lenders) and the satisfaction or waiver
of certain other customary closing conditions. Approval by
shareholders of Aurora is not required. Assuming all conditions are
satisfied, the Company expects that the closing of the Arrangement
will be completed in the fourth quarter of 2018.
ICC Labs has retained Laurel Hill
Advisory Group to solicit proxies, on behalf of management, to vote
FOR the Arrangement Resolution. If you have any questions, please
contact Laurel Hill by telephone toll free at 1-877-452-7184
(1-416-304-0211 by collect call) or by email at
assistance@laurelhill.com.
About ICC Labs
ICC Labs is a fully licensed producer and
distributor of medicinal cannabinoid extracts, recreational
cannabis and industrial hemp products in Uruguay as well as a fully
licensed producer of medicinal cannabis in Colombia. The Company
has active operations in Uruguay, and is focused on becoming the
worldwide leading producer of cannabinoid extracts, giving support
and promoting responsible use for medicinal purposes, backed by
scientific research and innovation, while following strict
compliance with standards for quality and safety.
For further information, please contact:
Alejandro Antalich, Chief Executive Officer of ICC Labs Telephone:
598-2900-0000 ext. 404 Email: ir@icclabs.com
Shareholder Questions
For shareholder inquiries regarding the
Arrangement, please contact: Laurel Hill Advisory Group North
America Toll Free: 1-877-452-7184 Collect Calls Outside North
America: 1-416-304-0211 Email: assistance@laurelhill.com
Neither the TSX-V nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this
release.
Caution Concerning 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.
Forward-looking statements in this news release include, but are
not limited to statements with respect to the anticipated timing of
the special meeting of ICC Shareholders and the closing of the
Arrangement, the anticipated consideration to be received by ICC
Shareholders and the satisfaction of closing conditions including
required ICC Shareholder approval; necessary court approvals; the
requisite Uruguayan regulatory approvals being obtained; Aurora
obtaining the necessary consent from its lenders; the support
agreements not having been terminated; and certain other customary
closing conditions.
Implicit in the forward-looking statements
referred to above are assumptions regarding, among other things:
the expected time required to prepare and mail the meeting
materials; the ability of the parties to receive, in a timely
manner and on satisfactory terms, the necessary ICC Shareholder
approval and regulatory, court, stock exchange and other third
party approvals; the ability of the parties to satisfy, in a timely
manner, the conditions to the closing of the Arrangement; and other
expectations and assumptions concerning the Arrangement. The
anticipated timing provided herein in connection with the
Arrangement may change for a number of reasons, including
unforeseen delays in preparing materials for the special meeting of
ICC Shareholders; the inability to secure necessary ICC Shareholder
approval and regulatory, court, stock exchange or other third party
approvals in the time assumed or the need for additional time to
satisfy the other conditions necessary to complete the
Arrangement.
Forward-looking statements are based on the
opinions and estimates of management of the Company 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 statement, whether expressed or implied, including,
without limitation, a change in the volume-weighted average trading
price of the Aurora Shares from the date hereof to the Effective
Date (defined in the Arrangement Agreement); the potential risk
that the Arrangement Resolution will not be approved by ICC
Shareholders or that the Arrangement Agreement could be terminated
in certain circumstances; failure to, in a timely manner, or at
all, obtain the required regulatory, court, stock exchange or other
third party approvals for the Arrangement or any ancillary
transaction; failure of the parties to otherwise satisfy the
conditions to complete the Arrangement; the possibility that the
Company’s board of directors could receive an acquisition proposal
and approve a superior proposal; significant transaction costs or
unknown liabilities; the risk of litigation or adverse actions or
awards that would prevent or hinder the completion of the
Arrangement; failure to realize the expected benefits of the
Arrangement; compliance with all applicable laws and other
customary risks associated with transactions of this nature; and
general economic conditions. If the Arrangement is not completed,
and the Company continues as an independent entity, there are
serious risks that the announcement of the Arrangement and the
dedication of substantial resources of the Company to the
completion of the Arrangement could have an adverse impact on the
Company’s business and strategic relationships, operating results
and business generally. If the Arrangement is completed, ICC
Shareholders will forego any potential future increase in the
Company’s value as an independent public company. The Company’s
failure to comply with the terms of the Arrangement Agreement may,
in certain circumstances, also result in the Company being required
to pay a termination fee or expense reimbursement to Aurora, the
result of which could have a material adverse effect on the
Company’s financial position, operating results and ability to fund
growth prospects. Readers are cautioned that the foregoing list is
not exhaustive. Forward-looking statements should be considered
carefully and undue reliance should not be placed on them.
Management provides forward-looking statements
because it believes they provide useful information to readers when
considering their investment objectives and cautions readers that
the information may not be appropriate for other purposes.
Consequently, all of the forward-looking statements made in this
news release are qualified by these cautionary statements and other
cautionary statements or factors contained herein, and there can be
no assurance that the actual results or developments will be
realized or, even if substantially realized, that they will have
the expected consequences to, or effects on, the Company. In
particular, there can be no assurance that the Arrangement will be
completed. Readers are further cautioned not to place undue
reliance on forward-looking statements as there can be no assurance
that the plans, intentions or expectations upon which they are
placed will occur. Such information, although considered reasonable
by management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those
anticipated.
These forward-looking statements are made as of
the date of this news release and the Company assumes no obligation
to update or revise them to reflect subsequent information, events
or circumstances or otherwise, except as expressly required by
applicable law.