Green Growth Brands Files offers to purchase and circulate to Aphria Inc.; Formal takeover bid to begin on January 23, 2019; Receiving $ 150 Million Commitment Asset management
- Formal offer begins on January 23, 2019 and remains open until 8 pm 17.00 (Toronto time) May 9, 2019
- Combined green blemishes / Aphria are expected to be North America's leading cannabis company
- Aphria shareholders can bid their shares by contacting Kingsdale Advisors at 1
The Company also announced that it has signed an "Engagement Letter" with All Js Greenspace LLC ("Investor"), under which In vestor has agreed, subject to the terms and conditions set out in the letter of commitment, to subscribe and purchase $ 150 million of Green Growth shares ("Engagement") as a backlink to the company's previously announced intention to complete a $ 300 million equity financing at the end of the Offer.
About the offer  The offer gives Aphria a shareholders 1,5714 common shares in Green Growth ("Green Growth Shares") for each Aphria Share ("Offer Consideration"), including Aphria Shares which may be issued and outstanding after the date thereof, but before 5 pm. 17.00 (Toronto time) on May 9, 2019 ("Expiry time") upon the exercise, conversion or exchange of securities of Aphria which may be exercised, converted to or exchanged for Aphria Shares.
The announcement and advertisement for the Offer will be displayed on Wednesday, January 23, 2019, editions of The Globe and Mail and Le Devoir. The purchase and circular and related documents offer will be sent to Aphria shareholders in the coming days and is available under Aphria's profile at www.sedar.com.
The offer will be open for acceptance by 5.00. (TORONTO TIME) MAY 9, 2019, OFFERING THE OFFER, EXTENDED OR WITHDRAWN.
We are pleased to officially launch our bid for Aphria. This is an exciting opportunity for shareholders in both green growth and aphria to create value and create the prominent cannabis operator in North America.
Peter Horvath, CEO of Green Growth
The combination of Aphria's Canadian Supply and Wholesale Agreements with Green Growth's Vertically Integrated Operations and Fast Growing Retail Sales in the US makes us the best to exploit the massive growth opportunities in North America and beyond. I urge Aphria shareholders to bid their shares for our offer.
Reasons to Accept Offer
Green Growth believes that the combination of the two companies is extremely convincing and that the offer represents an unmatched value-added opportunity and is a superior alternative to the status quo on Aphria.
Green Growth encourages Aphria shareholders to participate in Green Growth Brands in an exciting value-added opportunity to create the only major cannabis company to overbuild the US and Canadian markets. The combined company is expected to:
Create an unrivaled North American player with a developmental international presence. Aphria has a great market position in Canada and supply agreements with all provinces and Yukon territories as well as strong strategic partnerships with the establishment of wholesale supply agreements. Aphria has established activities in federally-legalized foreign jurisdictions, including Australia, Argentina, Colombia, Denmark, Germany, Italy, Jamaica, Lesotho, Malta and Paraguay, and maintains an opportunity for access to Brazil. Green Growth operates vertically integrated cannabis operations, including cultivation, manufacturing and retailing in Nevada, recently awarded seven incremental temporary retail of cannabis dispensing licenses in Nevada and has agreed to acquire Just Healthy LLC, which has provisional registration certificates for a registered medical marijuana dispenser and as a condition of closure, will have the opportunity to purchase land for a cultivation and processing site in Northampton, Massachusetts. Green Growth also has an irrevocable opportunity to purchase Henderson Organic Remedies LLC, which operates another The + Source location in Henderson, Nevada, subject to certain local law changes and approvals. In addition, Green Growth's long-term goal through its consumer-focused line of cannabidiol products ("CBD") is to establish a presence in each US state where cannabis and CBD sales are not in violation of applicable law. Together, the combined company is expected to have a strong foundation, extensive retail links and infrastructure to achieve significant future growth as the international markets develop.
Increase scale and footprint while creating the prominent US consolidator. The combined company will be one of the largest US cannabis operators at market value and the only North American broad cannabis operator significantly. Given the overall size of the company, both Aphria and Green Growth shareholders should benefit from a trading expansion. The benefits of the scale are expected both in Canada and the United States when examining trade statistics for comparable companies with similar market value.
Combine Aphria's Growth and Production Capacity with Green Growth Detail. The combined company will marry Aphria's inexpensive cultivation and long-term production capacity with Green Growth's great retail expertise to gain market share. Aphria's current cash cost per. Gram is $ 1.76 and it projects over 250,000kg of annual capacity by the end of 2019. Green Growth's strong management team has proven to have delivered at retail level and already has license agreements with dispensers in Nevada. In addition, Green Growth was recently awarded seven incremental temporary retail sales of cannabis dispensing licenses in Nevada.
Take advantage of Transformational Cannabis-related regulatory changes on the world's largest cannabis market. Green growth is spreading a consumer-focused line of CBD-infused personal care products, including topicals and conditioners, and is well positioned to benefit from further expected US cannabis regulations. On January 10, 2019, Green Growth announced an agreement with DSW, Inc. to sell CBD-infused personal care products in 96 US-based DSW stores with an initial agreement for approx. 55,000 units. Green Growth also collaborates with additional retailers to sell CBD personal care products in US states where cannabis and CBD sales are not in violation of applicable law. In addition, Green Growth works with several major developers representing a network of shopping malls to launch kiosks in prime locations in the United States in states where cannabis and CBD sales are not incompatible with applicable law.
Forge Best-In-Class Management Teams. Aphria's Pharmaceutical and Greenhouse Operational Experience and Green Growth are documented Retail Expertise. Aphria's team, many of whom are hoping to retain after the successful completion of the Offer, consists of veterans in the greenhouse industry and proven operators of major pharmaceutical companies. Green Growth's management has held leading positions with a number of well-known retailers, including DSW, American Eagle Outfitters and Bath & Body Works.
While the Offer is Not Subject to any Financing Terms, Green Growth intends to complete, immediately after the admission of Aphria Shares under the Offering, a third party equity financing of $ 300 million. ("Financing") at a stock price equal to $ 7.00 per share. Green Growth share, as published in the company's press release on December 28, 2018. The commitment provides substantial support as a backstop for funding. The obligation is conditional on the successful completion of the Offer and the admission of Aphria Shares, among other things described in the circular. In order to get Investor to commit, Green Growth has agreed to pay Investor a commitment fee of $ 7.5 million to be paid on the issue of 2,504 Green Growth Proportional voting rights to Investor and to hold Investor liable for certain obligations costs and expenses. A copy of the letter of commitment has been submitted to the applicable securities authorities and can be viewed under Green Growth's profile on SEDAR.
If the Offer and the financing are completed, Investor is expected to own approx. 12.5% of the voting rights in respect of issued and outstanding common shares and proportional voting rights in the combined company (or 9.8% of such voting rights if the Offer is completed, but the Funding is not completed).
If the Offer and the Financing are completed, Green Growth expects to use the net revenue from the finance to finance the company's growth in the combined company, including for working capital and general business purposes. There can be no assurance that the funding will be implemented or what the value of a green growth share will be at the time of the inclusion of Aphria Shares under the Offer, which could be significantly less or more than $ 7.00 per . Green Growth share. 19659006] As Investor is a related Green Growth party, the obligation is considered a "related transaction" as defined under multilateral instrument 61-101 protection of minority security holders in special transactions ("MI 61-101"). The obligation is exempt from the requirement for approval of minority shareholders and minority shareholders in MI 61-101 (pursuant to paragraphs 5.5 (a) and 5.7 (a)), since neither the fair market value of the item nor the fair market value of the consideration for the liability exceeds 25 % of the green growth market value. Green Growth did not submit a significant change report at least 21 days prior to the commitment, as the value of the investor's participation had not been confirmed at that time.
Green Growth also announces the formal appointment of Peter Horvath, current CEO of Green Growth Brands LLC, the Company's operating company, as CEO of the company.
Time to act is now. Tender Your Shares to the Offering
Consider the benefits and take the simple steps necessary to bid your Aphria Shares for the Offering. The offer expires at. 17.00 (Toronto time) May 9, 2019.
If you have any questions or need help, please contact Kingsdale Advisors, our Depositary and Information Agent, the Information Agent and the Offeror at 1-866-851-3214 (North American free number) or 1-416-867-2272 (outside North America) or by email at firstname.lastname@example.org.
Conditions for the Offer
The offer is conditional upon the conditions laid down being fulfilled, or where permitted, waived at the expiry date or such earlier or later time when Aphria Shares may be deposited under the Offer , including (i) which has been properly and validly deposited under the Offer and is not validly withdrawn at the expiry of the number of Aphria Shares representing more than 50% of the outstanding Aphria Shares, with the exception of any Aphria shares which are legally owned; over which control or direction is exercised, at the expiration time Green growth or by any person acting jointly or in interaction with green growth; (ii) more than 66.83% of the Aphria shares (calculated on a fully diluted basis) held by the Aphria shareholders and which are not interested Aphria shareholders (as defined in the circular) must have been validly offered under the Offer and not validly withdrawn; (iii) all governmental, regulatory, and third party approvals considered necessary or reasonably relevant by the Company in connection with the Offer and the operation of the combined entity are received under conditions that are satisfactory to the Company; (iv) there is no legal prohibition on Green Growth Making or Taking Up and Paying for the Aphria Shares (v) The Registration Declaration (as defined in the Circular) filed with the US Securities and Exchange Commission ("SEC") has become effective under US Securities Laws ( vi) Aphria and its subsidiaries must not have taken any actions that could impair Green Growth's ability to acquire Aphria shares, reduce the economic value of green growth of the acquisition of Aphria or make the acquisition of Aphria more expensive in any material respect for green growth or it would (as determined by green growth in its sole judgment) make it inappropriate for green growth to continue e with the offer; vii) There has been no significant negative change over Aphria since December 28, 2018; (viii) Aphria and its subsidiaries have always conducted their respective business in the ordinary course of trade in accordance with prior practice on or after December 28, 2018 and prior to the expiry (ix) Green Growth does not become aware of an unlikely statement of material fact or absence indication of a material fact to be provided or necessary to make a statement which is not misleading in the light of the circumstances in which it was made in any document filed by or on behalf of Aphria or any of its subsidiaries any regulatory authorities * green growth shareholders must have approved the issue of green growth shares under the Offer in accordance with CSE's policies and (xi) green growth does not become aware of any information that substantially confirms the requirements is set out in a report dated December 3, 2018 on Aphria's business practices, operation o g economic conditions. These conditions are described in more detail in the above circular.
The offer is subject to certain other conditions other than those listed above. A more detailed discussion of the terms of the Offering is available in Purchase and Circular.
Subject to the terms of the Offer, Green Growth will acquire Aphria Shares immediately after the expiry date and pay for the Aphria Shares deposited under the Offer as soon as possible, but in any event within three working days of the inclusion of such Aphria Shares.
Green Growth reserves the right to withdraw, change the terms of, extend or terminate the Tender Offer and not incur and pay for any Aphria Shares deposited in the Tender Offer, unless each of the terms of the Offer is met or waived, all according to what is relevant before or before the expiry period.
Green Growth Brands has retained Canaccord Genuity as its financial advisor, Norton Rose Fulbright Canada LLP as its legal advisor and Kingsdale Advisors as strategic shareholder and communications
About Green Growth Brands
Green Growth Brands expects to dominate the cannabis and CBD markets with a portfolio of emotional brands that people love. Led by well-known retailer Peter Horvath, the Green Growth team is full of retail departments with decades of experience building successful brands. Join the movement at GreenGrowthBrands.com.
Original press release
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