Nice move Nuuvera amends arrangement; agrees to acquire remaining interest in Avanti Rx Analytics Inc.
Tuesday, February 20, 2018, 7:59 AM ET
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TORONTO, Feb. 20, 2018 /CNW/ - Nuuvera Inc. (the "Company" or "Nuuvera") (TSXV:NUU) today announces that it has entered into a letter of intent to acquire the remaining 49% minority interest of Avanti Rx Analytics Inc. ("Avanti"), a subsidiary of the Company, from a single minority shareholder. As part of the acquisition, the Company also anticipates acquiring Avanti's facility at 135 Devon Road, Brampton, Ontario (together, the "Avanti Transaction"). Total consideration for the Avanti Transaction is expected to be approximately $43 million.
Ronald Schmeichel, Chairman of Nuuvera, said, "the acquisition of Avanti is an important step in the history of Nuuvera and is expected to result in synergies at the combined Nuuvera / Aphria which will enhance the value of the Arrangement to shareholders of Nuuvera."
Accordingly, in order to fund the Avanti Transaction, Nuuvera and Aphria Inc. ("Aphria") have agreed to amend the previously announced arrangement agreement (the "Arrangement Agreement") to reduce both the required level of unrestricted cash and the cash consideration payable to holders of the Company's common shares (each a "Nuuvera Share"). The consideration has been reduced from $1.00 in cash plus 0.3546 of an Aphria common share (an "Aphria Share") for each Nuuvera Share to $0.60 in cash plus 0.3546 of an Aphria Share for each Nuuvera Share provided that the cash consideration will be increased to the extent the Company's unrestricted cash exceeds the revised required level (the "Amendment"). All other terms of the Arrangement Agreement remain substantially unaffected.
As previously announced, Aphria had secured irrevocable hard lock-ups (the "Lock-Ups") from Nuuvera shareholders (the "Lock-Up Shareholders") representing approximately 57% of the then current outstanding Nuuvera Shares to vote in favour of the Arrangement Agreement. In connection with the Amendment, Aphria had sought and received the consent from certain of the Lock-Up Shareholders that, together with Nuuvera Shares already owned by Aphria, represent over 65% of the current outstanding Nuuvera Shares, and over 57% of the "minority shareholders", to permit the reduction of consideration under the Arrangement Agreement.
In connection with the Amendment, the board of directors of Nuuvera (the "Board") has obtained legal and financial advice, including a fairness opinion from Canaccord Genuity Corp., that, as of February 19, 2018, and subject to the assumptions made, matters considered and limitations and qualifications on which such opinions are based, the consideration to be received by Nuuvera shareholders is fair, from a financial point of view, to such shareholders (other than Aphria). The Board has reaffirmed its recommendation that shareholders vote in favour of the resolution to approve the plan of arrangement at the special meeting of shareholders currently scheduled to take place on March 20, 2018.