Constellation just sheltered their sharesIn the event of the Canadian Canopy BANKRUPTCY !!!
SHAREHOLDERS WARNING
SMITHS FALLS, ON, April 18, 2024 /PRNewswire/ - Canopy Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (NASDAQ: CGC) announced today that in connection with the creation of the non-voting and non-participating exchangeable shares in the capital of Canopy Growth (the "Exchangeable Shares"), on April 18, 2024, Greenstar Canada Investment Limited Partnership ("Greenstar") and CBG Holdings LLC ("CBG" and, together with Greenstar, the "CBG Group"), each a wholly-owned subsidiary of Constellation Brands, Inc. ("CBI"), exchanged all 17,149,925 common shares in the capital of the Company (the "Common Shares") they collectively held for 17,149,925 Exchangeable Shares (the "CBI Exchange") for no consideration. As a result of the CBI Exchange, the CBG Group no longer holds any Common Shares. Each Exchangeable Share is convertible, at the option of the holder, into one Common Share. The Exchangeable Shares are not traded on a public market and represent an interest in Canopy Growth directly, not Canopy USA, LLC ("Canopy USA").
"This is another important step forward for the Canopy USA strategy following the recent and overwhelming approval of our shareholders to create this exchangeable class of shares," said David Klein, Chief Executive Officer of Canopy Growth. "We look forward to maintaining an enduring positive relationship with CBI as our largest shareholder, and to the further advancement of the Canopy USA strategy that this change enables as Canopy USA moves forward with the acquisitions of Wana, Jetty and Acreage."
As previously disclosed by the Company, on April 18, 2019, CBG, Greenstar and Canopy Growth entered into a second amended and restated investor rights agreement (the "Investor Rights Agreement"), pursuant to which the CBG Group, among other things, was entitled to designate four nominees for election or appointment to the board of directors of the Company (the "Board"), subject to certain conditions set out in the Investor Rights Agreement (the "Nominee Rights").
In accordance with the consent agreement dated October 24, 2022 among CBG, Greenstar and Canopy Growth (the "Consent Agreement") and as a result of the CBI Exchange, CBG, Greenstar and Canopy Growth have terminated the Investor Rights Agreement, along with an administrative services agreement, co-development agreement, and all other commercial arrangements between them and their subsidiaries, other than the Consent Agreement, certain termination agreements and the Exchange Agreement (as defined below). As a result, CBI no longer holds any governance rights in relation to Canopy Growth, including the Nominee Rights.
In connection with the termination of the Investor Rights Agreement and subsequent to the Note Exchange (as defined below), on April 18, 2024, Garth Hankinson, Judy Schmeling and James Sabia(collectively, the "CBG Nominees") each provided notice to the Company of his or her decision to resign from the Board effective immediately (the "CBI Resignations"). Each of the CBG Nominees had been a nominee of the CBG Group under the Investor Rights Agreement.
Ms. Schmeling had served as Chair of the Board and as a member of the Audit Committee of the Board, and Mr. Sabia had served as a member of the Corporate Governance, Compensation and Nominating Committee of the Board (the "CGCN Committee").
None of the CBI Resignations were the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Following the CBI Resignations, the Board is now comprised of:
- David Lazzarato (Chair of the Board, Member of the Audit Committee and Member of the CGCN Committee);
- Willy Kruh (Director and Chair of the Audit Committee);
- Theresa Yanofsky (Director, Chair of the CGCN Committee and Member of the Audit Committee);
- Luc Mongeau (Director and Member of the CGCN Committee); and
- David Klein (Chief Executive Officer and Director).
The Company also announced that on April 18, 2024, Canopy Growth entered into an exchange agreement (the "Exchange Agreement") with Greenstar, pursuant to which Greenstar converted approximately C$81.2 million of the principal amount of the C$100 million principal amount promissory note issued to Greenstar by Canopy Growth on April 14, 2023 (the "Promissory Note") into 9,111,549 Exchangeable Shares (the "Note Exchange" and together with the CBI Exchange, the "Transactions"), calculated based on a price per Exchangeable Share equal to C$8.91. Pursuant to the terms of the Exchange Agreement, all accrued but unpaid interest on the Promissory Note together with the remaining principal amount of the Promissory Note was cancelled and forgiven for no additional consideration by Greenstar. Following the closing of the Note Exchange, there is no outstanding balance owing under the Promissory Note and the Promissory Note has been cancelled, which has resulted in an overall reduction in debt on the Company's balance sheet in the amount of C$100 million. As a result of the Transactions, CBG and Greenstar now hold an aggregate of 26,261,474 Exchangeable Shares.
The Note Exchange is considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions("MI 61-101"). Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders with respect to the Note Exchange as the fair market value of the Note Exchange is below 25% of the Company's market capitalization as determined in accordance with MI 61-101. In addition, the Note Exchange was approved by the board of directors of the Company with the CBG Nominees each having disclosed their interest in the Note Exchange by virtue of their positions with CBI and abstaining from voting thereon. The Company did not file a material change report 21 days prior to the closing of the Note Exchange as the details of the Note Exchange had not been finalized at that time. The Company has not received, nor has it requested, a valuation of its securities or the subject matter of the Note Exchange in the 24 months prior to the date hereof.