BusinessWire CanniMed Therapeutics Inc. ("CanniMed" or the "Company") (TSX:CMED) reminds shareholders that the only way to see real value for their CanniMed shares is to vote the GREEN proxy FOR CanniMed's acquisition of Newstrike Resources Ltd. ("Newstrike").
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VOTING MADE EASY Every vote is important no matter how many shares you own. We have a team standing by to help make it easy to quickly vote your GREEN proxy or voting instruction form, even if you have never voted before.
Shareholders must vote their GREEN proxy before 10:00 am (EST) on January 19th, 2018. If you need help voting, please contact Kingsdale Advisors at 1-888-518-1554 toll-free in North America, or 416-867-2272 outside North America or by email at contactus@kingsdaleadvisors.com.
NEWSTRIKE REPRESENTS A HIGHLY STRATEGIC AND ACCRETIVE ACQUISITION Following the completion of the Newstrike acquisition, CanniMed will be more valuable as a company that offers both medical and recreational cannabis products. On a standalone basis CanniMed provides $1.34 EBITDA(1) per share and, with Newstrike, CanniMed shareholders are expected to see 14.6% accretion to $1.54 EBITDAii per share.
Conversely, by tendering to Aurora's hostile bid, CanniMed shareholders will see a 48.4% dilution to $0.69 EBITDAi per share based on Aurora's January 16, 2018 last 20 day VWAP. This means Aurora is offering shareholders $0.85 or 55% less than what a combined CanniMed and Newstrike offers shareholders. As Aurora's 20 Day VWAP increases, EBITDA per share dilution deteriorates even more for CanniMed's shareholders due to the capped offer price.
The recent significant run up in Newstrike's share price makes the acquisition even more attractive, coupled with Newstrike's recent approval by Health Canada for a cannabis sales license. The combined company will have an established path to 45,000 kg of cannabis production representing $300 - $500 million in revenueiii.
CANNIMED SHARES ARE TRADING ABOVE AURORA'S OFFER Shareholders should be aware of CanniMed's recent share price performance following a series of positive announcements including a strategic international cannabis distribution agreement with Fagron NV, a supply agreement with Newstrike, the launch of CanniMed Topical Cream and an application by CanniMed's US subsidiary for licenses in Michigan to produce and process medical cannabis.
CanniMed's share price has traded above Aurora's capped offer for the last 15 days. The market has clearly recognized that Aurora's hostile bid is insufficient, with CanniMed shares trading above the capped offer price of $24.00 consistently since January 2, 2018.
CanniMed shareholders will own less of Aurora than they should be entitled to. Aurora's hostile bid only gives CanniMed shareholders minimal ownership of the combined company even though CanniMed has more current production and an equal number of patients. Since the offer was announced, Aurora has participated in the market upturn, while simultaneously preventing CanniMed shareholders from realizing the same value due to the capped $24.00 consideration under Aurora's hostile bid. While Aurora's share price has increased, given this $24.00 cap, the consideration available to CanniMed shareholders does not change and ownership in the combined company has been reduced.
Aurora's hostile bid has prevented CanniMed shareholders from realizing significant value. CanniMed has traded in-line with the index since announcing its intention to enter the recreational market through accretive acquisitions. However, the overhang of Aurora's hostile bid has prevented CanniMed from participating in the broader market rally and realizing any positive momentum from the Newstrike acquisition.
VOTE GREEN. DO NOT TENDER. The CanniMed Board and management will vote their GREEN proxies in support of CanniMed's acquisition of Newstrike and will not tender to Aurora's hostile bid. The Board strongly recommends shareholders join them in doing the same, no matter how many shares are owned. Here's how:
1. 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 need help voting should call Kingsdale Advisors toll-free at 1-888-518-1554 or by email at contactus@kingsdaleadvisors.com.
2. Ignore and recycle any Blue proxy forms received.
3. To reject Aurora's 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.
CanniMed is a Canadian-based, international plant biopharmaceutical company and a leader in the Canadian medical cannabis industry, with 17 years of pharmaceutical cannabis cultivation experience, state-of-the-art, GMP-compliant production process and world class research and development platforms with a wide range of pharmaceutical-grade cannabis products. In addition, the Company has an active plant biotechnology research and product development program focused on the production of plant-based materials for pharmaceutical, agricultural and environmental applications.
The Company, through its subsidiaries, was the first producer to be licensed under the Marihuana for Medical Purposes Regulations, the predecessor to the current Access to Cannabis for Medical Purposes Regulations. It was the sole supplier to Health Canada under the former medical marijuana system for 13 years, and has been producing safe and consistent medical marijuana for thousands of Canadian patients, with no incident of product diversion or recalls.
For more information, please visit our websites: www.cannimed.ca (patients) and www.cannimedtherapeutics.com (investors).
Non-IFRS Measure: Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA")
CanniMed uses EBITDA as a supplemental financial measure of its operational performance. In addition, analysts use 2019 estimated EBITDA in their published reports. CanniMed believes EBITDA to be an important measure of its and other companies' capacity to generate cash flow from operations as it excludes the effects of items which primarily reflect the impact of long-term investment and decisions and finance strategies, rather than the performance of CanniMed's and other companies' day-to-day operations. CanniMed measures EBITDA as net earnings (loss) from continuing operations plus income taxes expense (recovery), interest expense and depreciation and amortization. CanniMed believes the references to EBITDA in analysts' reports are calculated similarly.
EBITDA is a non-IFRS financial measure which does not have a standardized meaning. Accordingly, such information should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Notice Regarding Forward Looking Statements
This document contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CanniMed and Newstrike to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
These forward-looking statements include, but are not limited to, statements relating to our expectations with respect to: estimated earnings before interest, taxes, depreciation and amortization for 2019, estimated accretion per CanniMed share of the acquisition of Newstrike; the revenue opportunity for CanniMed; projected profit margins; the market for cannabis products, including oils; fan base market opportunity; the timing and outcome of the proposed acquisition of all the issued and outstanding common shares of Newstrike; projected 2019 combined production capacity of 45,000 kg of CanniMed and Newstrike; and the projected value of licensed producers. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. In respect of the forward-looking statements and information concerning the anticipated benefits and completion of CanniMed's acquisition of Newstrike, CanniMed has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to projected 2019 results of operations for CanniMed, Newstrike and Aurora; projected profit margins on oil sales and other cannabis products; that the market price for the shares of CanniMed will be based on industry average multiple of 2019 estimated EBITDA; benefits and synergies realized from the acquisition of Newstrike by CanniMed; the legalization of the Canadian adult recreational cannabis market; the receipt of all shareholder, regulatory and court approvals for CanniMed's acquisition of Newstrike. The combined results of CanniMed and Newstrike assumes the completion of CanniMed's acquisition of Newstrike and there is no certainty that the acquisition of Newstrike will receive all required approvals or will be completed. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this document.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including the risk that the market for cannabis products will be less than expected; the risk that 2019 operating results of CanniMed and Newstrike will be less than expected; the risks associated with the integration of the acquisition of Newstrike, including that synergies will not be as significant as anticipated; the risks associated with a delay in the legalization of the Canadian adult recreational market; and the risk that the market price of CanniMed will not be based on industry average multiple of 2019 estimated EBITDA. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of CanniMed and the completion of its acquisition of Newstrike are included in documents on file with applicable securities regulatory authorities, including the management information circular of CanniMed dated December 8, 2017, available on sedar.com.
The forward-looking statements contained in this document are made as of the date of this document and, accordingly, are subject to change after such date. CanniMed does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by CanniMed, except as required by applicable law.
None of the Toronto Stock Exchange, TSX Venture Exchange and their Regulation Services Providers accept responsibility for the adequacy or accuracy of this document.
i Non-IFRS Measure: Earnings before Interest, Taxes, Depreciation, and Amortization. Estimated 2019 EBITDA based on analyst consensus estimates from Capital IQ (excluding outliers where applicable) ii Newstrike 2019E EBITDA calculated based on Newstrike's capacity and average analyst estimates for the sector for bud price, oil price, capacity utilization and EBITDA margin. 2019E EBITDA of $26.2mm calculated as 9,750kg of sold product based on 5,000kg capacity (Brantford 2,500 kg/year and Niagara 12,500 kg/year) and 65% capacity utilization, average selling price of $6.50/g per dry bud and $12.00/g for oil, with a 70/30% split of bud/oil and EBITDA margin of 33%. iii Revenue derived from combined CanniMed and Newstrike production capacity of 45,000 kg multiplied by Research Analysts' consensus estimate of $6.50/g per dry bud and $12.00/g for oil equivalent sold.
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SOURCE: CanniMed Therapeutics Inc.
Media: Kingsdale Advisors Ian Robertson, 416-867-2333 Executive Vice President, Communication Strategy irobertson@kingsdaleadvisors.com Cell: 647-621-2646 or Shareholders: Kingsdale Advisors Toll free: 1-888-518-1554 contactus@kingsdaleadvisors.com