GB Group Ord Shs GBGPF

Mar 9 - Notice of Change now on Sedar

[Sbeavenx]

The Cannimed shares have been "taken up" as of end of day March 8, 2018.  Payment to made within 3 business days at most from date of take-up.  I undestand from Laurel Hill that there is no proration of cash, and those that selected "all" cash will recieve $43 in cash (but they don't always seem to know what is going on).

Excerpt from Notice of Change:

3. TAKE-UP AND PAYMENT FOR DEPOSITED CANNIMED SHARES
As of 11:59 p.m. (Pacific time) on March 8, 2018, a total of 17,847,341 CanniMed Shares, representing 70.66% of the outstanding CanniMed Shares, had been deposited to the Offer and not withdrawn.  With all of the conditions to the Offer having been met, Aurora will immediately take up the deposited CanniMed Shares and pay for the CanniMed Shares taken up as soon as possible and in any event not later than 3 business days after the CanniMed Shares are taken up.  Pursuant to elections made by the CanniMed Shareholders, Aurora will issue approximately 50.6 million Aurora Shares and pay approximately $98 million in cash.  Aurora will take up and pay for the CanniMed Shares in the manner set out in Section 8 of the Original Notice of Variation, “Take-up and Payment for Deposited CanniMed Shares” and as required by applicable Canadian Securities Laws.

[silkroad007]

Like I said MA, thanks for the $43 and within 3 days I shall have my cash to hopefully buy ACB under 12.65.  Complicating things forced people to choose shares and left the cash on the table.  Gracias.

[Sbeavenx]

I'm betting the major CMED shareholders were more interested in maitaining a long position in the amalgamated company rather than cashing out.  This is also based on Laurel Hill providing accurate information, and I really question the info I get from them most of the time.  I guess ee will find out next week for sure.

[longonMJ]

Definitely a case of you not understanding the situation here as what you are suggesting is mathematically impossible. Of course, there will be proration for any shareholders that selected the all-cash Option 2.  If there was no proration, it would mean that if all 17,847,341 shares had selected all-cash option, this would then necessitate a payout of over $767M dollars by Aurora. This is

[Sbeavenx]

No proration means that not many shareholders selected the Cash or Cash/.Share option, and did not exceed the 140 million available.  As an example, if only one shareholder with 100 shares requested the Cash option, and every other shareholder requested the Share option, then there would be no proration and the total cash paid would be $4300 in total. I kinda believe what Laurel Hill told me

[longonMJ]

SB:  Looks like you are still misunderstanding something critical here. The only reason that $98M dollars is being paid out at this point in time is that only 70% of the shares have been tendered so far.  If you take 70% of the $140M maximum cap amount set aside, guess what.......it is equal to $98M dollars.  To me, this means that with just 70% of the shares tendered so far, they

[Sbeavenx]

I understand the porportion of the $140 million for each take-up, but I don't come up with $98M.  The offer says that the Aurora owned shares are not used in the calculation, so I'm coming up with 72 % of shares, and $102M instead:   25.2M shares ourstanding -.7M Aurora owned = 24.5M shares   Take-up share ratio is then:   17.8M / 24.5 = 72.35% Which calculates as

[longonMJ]

It is quite clear to me that they must be using the total number of outstanding common shares because if approximately 70.66% of the shares accounts for 17,847,341 shares, then 100% of this same amount would come out to approximately 25.25M shares. I believe they just did a simple truncation of the numbers here , as opposed to trying to calculate everything down to the last decimal place. For

[Sbeavenx]

They're not to bright if they they calculate financials like that.  Let me give you a more diffinitive calcualtion that you can't dispute.  We all know that there is $5.70 available for each CMED share outstanding.  So the simple calculation demonstartes the available $ for this take-up (exact calc so there is no question):    17,847,341 * $5.70 = $101,729,843.70

[longonMJ]

Oh, I am in total agreement with you that it's definitely mathematically possible for each share to receive $5.70 if that is what you meant by full cash per share. From your previous posts, I thought you was referring to the entire $43 per share as being "full cash".  From my point of view, I see your now started $5.70 full cash paid out portion to be what I would call a

[Sbeavenx]

I am referring to a full $43 per share if seleted "all" cash.. The argument to this is that there is an excess of $4M (98 vs 102).  The excess 4M would have been allocated to all shareholders that requested beyond the $5.70 if required, but since it was not, then all selections must be have been fully funded with the 98M.  So if you selected cash, or partial cash, then you

[silkroad007]

Have to agree with SB here and it seems fairly straight forward of you don’t over think as it seems most do here.  If the cash threshold has not been reached then the cash did not run out period. If the cash did not run out then it must have been maxed out per share at $43.  Whether you assume it’s the full 140MM or even 102MM as some assume based on shares tendered ratio.   IMO

[Sbeavenx]

MJ, looks like you were correct.  I didn't adjust for the 700k Aurora owned CMED shares that have no cash allocation.  By subtracting the 700k shares from the shares tendered, and then multiplying by $5.70, it comes to $98 million (rounded), the same as the press release:   (17,847,341 - 700,600) * $5.70 = $97,736,423. This means that cash seletions likely far exceeded

[longonMJ]

Sb:  What the heck.....now you tell me after presenting such a good argument for your case.  Grrrrr!!! So good in fact, that I spent the entire weekend spending the whole $43 cash for every single one of my CMED shares that you had told me that I would be good for.  Now, what am I going to do with all this stuff and not enough money to pay for them all.   LOL

[Sbeavenx]

MJ, Sorry about that. :) When I talked to Laurel Hill on Friday they told me there was going to be $43 per share cash, and I felt that the calculation made sense of that.  I covered my ACB short position based on it and went long ACB thinking I would be getting cash.  Reversed that all today, and luckily share price was up. When I called Laurel Hill again this morning and ask them what

[longonMJ]

SB:  No biggie here. I hope you do realize that I was just joking and making some fun to you about spending all my $43 per shares on the weekend?  LOL Anyways, the amount of cash that we will be seeing on a per share basis will obviously have to be somewhere in between the minimum $5.70 per share and the maximum $43 per share if you had chosen the cash option. Another definite and for

[Sbeavenx]

MA.  I knew you were joking :)

[MartialArts]

Very complex math here.  I'm glad seeing this discussions.  I tried to undertstand the math and there where holes in it. This makes sense. The point is, they cannot allocate the cash until the tendering date is reached and that was extended to March 25th.  So they have allocated for the minimum amount of cash for all the shares tendered which is just $5.70 per share.  They

[longonMJ]

MA:  This is also what I was thinking at first, but I do not believe this is how the game will play out in the end.  I believe somewhere in those  > 100 page documents is some legal mumbo jumbo that will allow them to allocate the cash according to the individual separate takeover offers.  Especially since they specifically say that they are currently satisfying material

[Sbeavenx]

MJ.  I agree that Aurora cannot take-up shares without paying for them, and their intent is to take-up shares as of March 8th.  They specifically say that it will not happen later than 3 business days after take-up, so if true, we should see payment this week.  As far as the cash consideration is concerned, they detail the cash proration in the offer in two parts, 1. proration of

[Skinner70]

This post has been removed in accordance with Community Policy

[longonMJ]

Sb:  greatly appreciate you taking the time to pore through those countless pages of documents from Aurora to extraxt this info for the lazy ones here like me.   LOL Yes, as I had suspected, the only way that this could work from a praticality point of view.  Of course, if the share price for Aurora should go signficantly high enough above the $12.65 mark and stay there, it

[MartialArts]

It's all in the filings.  Aurora cannot take up shares until the 25th, the extended closing of the Offer. Aurora has the majority. They control Cannimed now.  Call Cannimed, ask for Investor Relations, they direct you to 855-279-4652 which is Aurora's Investor Relations. Call them an inquire yourselves.  They cannot allocate and prorate before the take up which happens

[longonMJ]

MA:  This scenario would also not surprise me in the least. Does this also not mean that the CMED shares cannot be "taken up" until the eventual closing of Aurora's FINAL offer, whichever version that may actually?  We might be sitting on these CMED shares until after legalization date in that case.  LOL Seriously though, my bet is that it will be more than 2

[MartialArts]

No, the Offer Take Up date is March 25th.  At that point all those who tendered will get their ACB shares (and some cash) within three days. Anyone who have no tendered will still have CMED shares until the "Subsequent Offer take up date" is announced.  It's unlikely they will have another 15% tendering to reach a 90% take up.  If they do have greater than 90%, then

[StrongLong]

Thanks For the tendering shares people have mentioned "untender"... are you sure this is an option? I understood that tendering shares was a binding agreement. If it was not a binding agreement this takeover wouldn't be a done deal as large blocks could potentially "untender" I'm pretty sure tendered shares are locked in... Also I assume any shares not tendered by the

[ChazBrown]

You can definitely untender tendered shares.  Your brokerage person will tell you that it is not guaranteed and works on best practice.  If you tendered prior to extension on March 9, I think your moment has been lost as all those shares now belong to ACB, at least on priniple...  Basically, you can call whoever you tendered with/through and ask them to be sure... HTH GL&GT CB

[longonMJ]

Well, if this is true and Aurora now "owns' my CMED shares, should I not be seeing Aurora shares and some cash (if applicable) in my account with 3 business days of March 9th, instead of some untradeable shares that's owned by somebody else?   Hmmm........

[StrongLong]

This being the 3rd business day it doesn't seem likr it lol

[420rush]

if i tendered all cash before mar 9 does that mean i need to wait three buisness days from mar 9 or do i need to wait till the extended date of mar 25?

[longonMJ]

From what most people are saying on the boards here, I believe they've got you by the short hairs and are squeezing hard as heck and won't be letting go until towards the end of this month.   Ouch....ouch   LOL

[MartialArts]

You will have to wait until three days after the new extended date of March 25th.  If the stock runs above $43 before then, it will be interesting.

[420rush]

thanks that helps probably been asked alot but the board has been a mess lately not really keeping up

[longonMJ]

One sure way to find out is to contact the Advisory Group for this takeover and the correct answer will be the exact opposite of whatever they say.   LOL Especially since Laurel and her gang has absolutely no clue and seemingly been wrong on most everything asked of them so far.    Tsk, tsk.....

[MartialArts]

Laurel is an "errorvisory" group.  Long, talk to your broker, seems different ones have different procedures with the "back office".

[longonMJ]

MA:  "Errorvisory", now that is a funny one, but sad to say a perfect apt description for them. Yes, definitely something which I was keeping in mind if the situation calls for it.  Unfortunately, I somehow doubt the share price will be increasing to the point where it would be worth the hassle for me to consider changing my option. I guess we'll just wait and see since

[MartialArts]

There is a difference between "tender" and "take up".  The tender is a commitment you make to give up your shares.  They are committed to Aurora unless you "untender" them. But beware of tendering and untendering:  My friend and I have seen cases where they get "confused" and the only saving grace here is to have the rep's name

[longonMJ]

MA:  Would you be allow to "untender" your shares not for the purpose of selling them, but only to change the option which you had selected?  I imagine this might be on an investment house by investment house basis, with Yes for some and No for others. More so than just the money, it might be interesting to see the fun and games and fireworks should Aurora go past the $12.65