Fire & Flower Holdings Corp P.FLW

RE:RE:RE:RE:Cannot believe this is still going on

[raptor57]

Correction....10mil termination fee is only payable to CGC.....Raptor

From Sedar

Arrangement Summary The Arrangement Agreement prov ides that Mettrum shareholders will be entitled to receive 0.7132 common shares of Canopy Growth for each common share of Mettrum held, representing consideration of C$8.42 per Mettrum common share based on the closing price of Canopy Growth common shares on November 30, 2016. Upon closing of the acquisition, Mettrum will become a wholly-owned subsidiary of Canopy Growth. Each of the executive officers and directors of Mettrum, who together hold approximately 15% of the outstanding common shares of Mettrum have entered into voting support agreements in favour of the Arrangement. The Arrangement Agreement prov ides that Mettrum is subject to non-solicitation prov isions and prov ides that the Special Committee of Mettrum may, under certain circumstances, terminate the Arrangement in favour of an unsolicited superior proposal, subject to a termination fee of C$10 million (the "Termination Fee") to Canopy Growth and subject to a right to match the superior proposal. The Arrangement Agreement includes other customary termination prov isions where a Termination Fee is payable to Canopy Growth or Mettrum under certain circumstances. The acquisition will be carried out by way of plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of at least 66 2/3% of the votes cast by Mettrum shareholders at a special meeting expected to take place in January 2017. Under applicable TSX rules, the transaction requires the approval of Canopy Growth shareholders by a majority vote, as the number of Canopy Growth common shares to be issued exceeds 25% of the total number of outstanding Canopy Growth common shares, with such approval expected to take place at a special meeting in January 2017. Senior officers and directors of Canopy Growth have also entered into voting support agreements pursuant to which they will vote their common shares in favour of the Arrangement. Closing remains subject to approval of the shareholders of both Canopy Growth and Mettrum, court approval, the approval of the TSX , applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. Additional details of the Arrangement will be prov ided to Mettrum and Canopy Growth shareholders in respective information circulars to be mailed in December 2016. It is expected that shareholder meetings and closing of the Arrangement will occur in January 2017