News..... Momentum Builds for CanniMed’s Acquisition of Newstrike as Regulators Confirm 105 Day Minimum Deposit Period Should Not Be Shortened
- The Ontario Securities Commission and the Financial and Consumer Affairs Authority of Saskatchewan decision ensures a fair vote for CanniMed shareholders on Newstrike Acquisition
- Shareholders are reminded to vote the GREEN proxy FOR the Newstrike Acquisition and REJECT Aurora’s Hostile Bid by NOT tendering their shares. Ignore any Blue proxy received
- For more information about the Newstrike Acquisition or Aurora’s Hostile Bid, contact Kingsdale Advisors at 1-888-518-1554 or by email at contactus@kingsdaleadvisors.com or visit www.NewstrikeNotAurora.com .
CanniMed Therapeutics Inc. (“CanniMed” or the “Company”) (TSX:CMED) announces it is pleased with the joint decision by the Ontario Securities Commission (the “OSC”) and the Financial and Consumer Affairs Authority of Saskatchewan (together with the OSC, the “Commissions”) to reject Aurora Cannabis Inc.’s (“Aurora”) request to shorten the 105 day minimum deposit period to 35 days in respect of Aurora’s hostile bid (the “Hostile Bid”) to acquire all of the common shares of the Company. Aurora’s attempt to reduce the minimum bid period was inappropriate and clearly an attempt to pressure CanniMed shareholders into tendering to the coercive Hostile Bid by unfairly shortening the statutorily required bid period.
CanniMed is also very pleased that the Commissions, pursuant to their public interest jurisdiction, are requiring Aurora to issue a press release and to amend its take-over bid circular to correct disclosure deficiencies made in multiple press releases, as well as its take-over bid circular that the Commissions determined would reasonably be expected to affect CanniMed shareholders’ decision whether or not to tender to the Hostile Bid. Such disclosures related to, among other things, the circumstances under which, and the means by which, Aurora became aware of the exact date that CanniMed’s Board was meeting to consider the arrangement agreement relating to the acquisition of Newstrike (the “Newstrike Acquisition”).
“We are pleased with the Commissions’ decision and this is good news for CanniMed shareholders eager to support the Newstrike Acquisition to create real and significant value, and confirms our belief that it was inappropriate for Aurora to seek to shorten the required bid deposit period and that disclosures made by Aurora were deficient and misleading,” said Brent Zettl, President and CEO, CanniMed. “The Newstrike Acquisition remains an excellent opportunity for CanniMed and its shareholders, and is clearly superior to Aurora’s inadequate Hostile Bid that offers phantom value based on an inflated Aurora share price. While we were disappointed that the Commissions cease traded our shareholders rights plan, the rights plan was an appropriate and necessary response to the Hostile Bid and was beneficial to CanniMed and its shareholders as it provided the Board time that was needed to consider the Hostile Bid and communicate with our shareholders who are eager to support the Newstrike Acquisition.”
CanniMed also expressed its resolve regarding several issues related to insider arrangements with, and the improper use of material, non-public information by certain members of the Board who are also affiliated with the locked-up shareholders. While these matters may not have met the Commissions’ high burden of proof that Aurora acted jointly with such parties under the strict statutory meaning, CanniMed believes that the circumstances leading to the execution of the lock-up agreements and Aurora making its first proposal to the Board were done in a manner meant to coerce CanniMed shareholders and is vindicated by the Commissions’ decision to require Aurora to correct deficient and misleading disclosure in such regard.
“While this clearly questionable behavior did not to meet the strict statutory test for joint actors, it does not pass the smell test of our shareholders and we believe that shareholders will be only more certain of this once Aurora amends and corrects its deficient disclosure. Common sense, and soon Aurora’s own words, indicate that Aurora has proceeded in a highly inappropriate and coercive manner, in order to disadvantage CanniMed shareholders and we expect this to be influential in our shareholders’ decision to vote for the Newstrike Acquisition and reject Aurora’s hostile bid,” Zettl added.
Finally, although the Commissions did not deny Aurora the ability to make open market purchases of up to 5 per cent of CanniMed’s shares pursuant to a limited exception to the take-over bid rules, such purchases must be normal course, open market purchases with the result that any such purchases will not impact or influence the CanniMed vote on the Newstrike Acquisition.
VOTE GREEN TO ACQUIRE NEWSTRIKE. DO NOT TENDER TO AURORA AND DO NOT VOTE BLUE.
The CanniMed Board and management will vote their GREEN proxies in support of the Newstrike Acquisition and will not tender to Aurora’s hostile bid. The Board strongly recommends shareholders to join them in doing the same, no matter how many shares are owned. Here’s how:
- To vote FOR the Newstrike Acquisition vote GREEN. Follow the instructions on the GREEN VIF or form of proxy by January 19th, 2018 at 10:00 am (EST). Shareholders with questions or who need help voting should call Kingsdale Advisors toll-free at 1-888-518-1554 or by email at contactus@kingsdaleadvisors.com.
- Ignore and recycle any Blue proxy forms received.
- To reject Aurora’s Hostile Bid, simply do nothing. Do not tender your shares. If you have tendered your shares in error or now wish to withdraw, simply ask your broker or Kingsdale Advisors at 1-888-518-1554 or contactus@kingsdaleadvisors.com to assist with this process.
Shareholders are also encouraged to visit www.NewstrikeNotAurora.com for more details.
Advisors
Kingsdale Advisors is acting as strategic shareholder and communications advisor. AltaCorp Capital Inc. is acting as financial advisor to the Board and Borden Ladner Gervais LLP is acting as legal advisor to the Board. Cormark Securities Inc. is acting as financial advisor to the Special Committee and Stikeman Elliott LLP is acting as legal advisor to the Special Committee.
About CanniMed Therapeutics Inc.
Read more at https://www.stockhouse.com/news/press-releases/2017/12/27/momentum-builds-for-cannimeds-acquisition-of-newstrike-as-regulators-confirm#Sd2qh6tuD6cHsqYj.99