FILES MANAGEMENT INFORMATION CIRCULAR WRT HEXO NEWSTRIKE FILES MANAGEMENT INFORMATION CIRCULAR WITH RESPECT TO THE ARRANGEMENT AGREEMENT WITH HEXO
Newstrike Brands Ltd. has filed a management information circular and related voting materials in connection with the annual and special meeting of shareholders to be held on May 17, 2019. The purpose of the meeting is to approve the definitive arrangement agreement under which Hexo Corp. will acquire, by way of a plan of arrangement under the Business Corporations Act (Ontario), all of Newstrike's issued and outstanding common shares in an all-share transaction.
Meeting materials will be delivered by mail to Newstrike shareholders of record at the close of business on April 12, 2019, who are entitled to receive notice of and vote at the meeting. The meeting materials are also available on SEDAR.
Your vote is important. Newstrike encourages shareholders to read the meeting materials in detail. Proxy or voting instructions from Newstrike shareholders must be received by no later than 2:00 p.m. (Toronto time) on May 15, 2019.
Hexo has entered into irrevocable hard voting support agreements with certain of Newstrike's directors and officers, along with certain other shareholders of Newstrike, representing in aggregate 38.3% of Newstrike's issued and outstanding common shares.
Upon the completion of the Arrangement, the combined Hexo and Newstrike business is expected to be a market leader as one of the largest cannabis-based companies by consumer access and product supply in Canada. The combined entity will be well positioned to offer a diversity of products for multiple applications and increasing competitiveness. In addition to these strategic benefits, it is expected that the combined entity will deliver significant cost savings through operational and infrastructure synergies.
Recommendation of the Board of Directors
The board of directors of Newstrike has reviewed the terms and conditions of the Arrangement Agreement. After careful consideration of, among other things, the recommendations and reasons of the Newstrike Special Committee (as defined in the Information Circular), the Fairness Opinion (as defined in the Information Circular), advice of legal and financial advisors and such other matters as it considered relevant, the board of directors of Newstrike has unanimously determined that the execution, delivery and performance of the Arrangement Agreement is in the best interests of Newstrike and the Arrangement Agreement is fair to the Newstrike shareholders.
Accordingly, the board of directors of Newstrike unanimously recommends that the Newstrike shareholders vote in favour of the Transaction.
If you have questions or require more information with regard to the procedures for voting, please contact TSX Trust Company, by telephone at 1-866-600-5869 (toll free in North America) or 416-342-7091, by facsimile at 416-361-0470 or by email at tmxeinvestorservices@tmx.com.