CanniMed’s Board and Special Committee Support Aurora’s Offer of Shares and Cash
EDMONTON, Alberta & SASKATOON, Saskatchewan--(BUSINESS WIRE)-- Aurora Cannabis Inc. (“Aurora”) (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) and CanniMed Therapeutics Inc. (“CanniMed”) (TSX: CMED) announce today that they have entered into a support agreement (the “Support Agreement”) whereby the Board of Directors and the Special Committee of the CanniMed Board have agreed to support a new offer made by Aurora for the acquisition of all of the issued and outstanding shares of CanniMed not owned by Aurora. In addition to the Board and Special Committee, the new offer (“New Offer”), as described below, will continue to be supported by certain CanniMed shareholders (the “Locked-up Shareholders”) representing 36% of CanniMed’s outstanding shares and by Brent Zettl, President and CEO of CanniMed.
Key Transaction Highlights
Under the New Offer, CanniMed shareholders may receive in respect of each CanniMed share, 3.40 Aurora shares or a combination of cash and shares at the election of each CanniMed Shareholder, subject to pro-ration with the maximum aggregate cash consideration of $140 million. Based on an implied Aurora share price of $12.65 and the 3.40 exchange ratio, the New Offer would equate to $43.00, representing a 181% premium over the closing price of CanniMed Shares on November 14, 2017, the last day prior to the public disclosure of Aurora’s intention to pursue a combination with CanniMed, and a 79% increase to the previous offer Cap Price of $24.00.
The total consideration for CanniMed under the New Offer is approximately $1.1 billion based on Aurora’s implied share price of $12.65. The maximum amount of cash available under the amended offer will be $140 million, and the number of Aurora shares to be issued will be between approximately 72 million (assuming full cash elections) and 84 million (assuming full share elections and no cash elections). Assuming maximum cash elections, each CanniMed shareholder would receive$5.70 in cash and 2.9493 Aurora shares