RE:Background to the Arrangement - FROM SEDARMuch appreciated Green, just looked it over but it looks like a pretty nice job with Beena squeezing out the best price, now while you would expect a nicely laid out chronology for Sedar and that is not to say that is anything other than what is written but with things so good why is LaBrier not on board?....no skullduggery implied but LaBrier's anti deal position is material here and needs to be made available.
Plus over this period we have gained ~ double the SO, or I lost half my value per share, for example, so there is more info needed so we can even be ready for a vote, which is necessary not an issue of any nature. JMHO...Opt
Greenman519 wrote: On February 3, 2021, Beena Goldenberg, the President and Chief Executive Officer of Supreme, spoke with Rade Kovacevic, President and Chief Product Officer of Canopy, and Blair Veenema, Vice-President Corporate Development of Canopy, as part of ordinary course industry dialogue. On February 8, 2021, Ms. Goldenberg spoke again with Mr. Veenema, and Mr. Veenema raised the idea of a potential transaction between the Parties and inquired whether Supreme would be open to discussing the terms of a strategic partnership and entering into a confidentiality agreement. Ms. Goldenberg expressed an openness to discussions but indicated that the Parties should wait until after the Supreme Interim Financial Statements had been finalized so that management could more fully engage on the topic. The Supreme Interim Financial Statements were filed on February 11, 2021 and Supreme and Canopy entered into the Confidentiality Agreement on February 16, 2021. On February 26, 2021, the Supreme Board met to reconsider Supreme’s overall corporate strategy given the rapidly evolving industry and competitive landscape and Supreme’s strengthened liquidity. BMO Capital Markets presented on the relative merits and risks associated with pursing strategic business combinations as compared to Supreme’s standalone business strategy. BMO Capital Markets also provided their views with respect to the value of Supreme. After a detailed discussion, including careful consideration of the risks and merits of several proposed approaches and the advice provided by BMO Capital Markets and BLG, the Supreme Board concluded that in order to best maximize value for stakeholders, Supreme should continue to focus on its current standalone business strategy. The Supreme Board also determined that it should remain open to considering strategic alternatives in light of the Supreme Board’s view that the Supreme Shares were undervalued, including potential acquisitions, licensing arrangements and any U.S. opportunities that would be permissible under Supreme’s existing material agreements. The Supreme Board concluded that management should not focus on identifying opportunities for the sale of Supreme, but that any unsolicited offers to purchase Supreme would still be considered by taking into account the value they offered shareholders relative to the value of Supreme’s standalone business strategy. The Supreme Board instructed management to not initiate any further strategic discussions with counterparties, however, management was directed to allow Canopy a short period of time to complete its previously commenced high-level due diligence in accordance with the terms of the Confidentiality Agreement. On March 1, 2021, Ms. Goldenberg relayed the feedback from the Supreme Board to Canopy. She informed Mr. Veenema that the Supreme Board remained focused on the Company’s standalone business strategy but that Canopy would be permitted to continue a brief due diligence process . Ms. Goldenberg also conveyed that any offer would need to be made at a meaningful premium given the Supreme Board’s confidence in its standalone business strategy and its view that the value of the Supreme Shares was materially greater than the then current trading price. On March 2, 2021, the Chief Executive Officer of another cannabis company (“Party B”) contacted Ms. Goldenberg to express an interest in a possible acquisition of Supreme. Ms. Goldenberg advised the Chief Executive Officer of Party B that Supreme remained committed to its standalone business strategy but could be open to pursuing a transaction at a future date. On March 11, 2021, Ms. Goldenberg had a follow-up call with the Chief Executive Officer of Party B where he once again expressed an interest in pursuing an acquisition of Supreme. On March 17, 2021, Supreme received a non-binding letter of intent from Canopy (the “First Canopy LOI”) pursuant to which Canopy proposed to acquire the outstanding Supreme Shares at a price of $0.40 per Supreme Share payable in Canopy Shares, representing a 50% premium to the closing price of the Supreme Shares on such date. The First Canopy LOI included a 30-day exclusivity period to complete due diligence and negotiate definitive documentation. Following receipt of the First Canopy LOI, Ms. Goldenberg engaged with the Chief Executive Officer of Party B to gauge the likelihood of a transaction on similar or better terms than the First Canopy LOI. The Chief Executive Officer of Party B conveyed his interest in engaging in discussions but expressed that Party B might not be willing to pay a premium in the range that was suggested by Supreme. On March 18, 2021, the Supreme Board convened to consider the First Canopy LOI. Following a lengthy discussion, including careful consideration of the risks and merits of several proposed approaches and consideration of the advice provided by BMO Capital Markets and BLG, the Supreme Board determined that in order to maximize value for stakeholders, Supreme should continue to pursue discussions with Canopy and any other interested entities. On March 19, 2021, Ms. Goldenberg spoke to Mr. Veenema and communicated that the Supreme Board would require Canopy to improve the per share value offered in the First Canopy LOI, and that Supreme would be prepared to facilitate the completion of due diligence on a non-exclusive basis. Following this conversation, Canopy delivered an amended non-binding letter of intent (the “Second Canopy LOI”) which included an increased offer of $0.44 per Supreme Share, which represented a 60% premium to the closing price of the Supreme Shares on such date. Pursuant to the Second Canopy LOI, Supreme agreed to negotiate with Canopy on an exclusive basis until April 15, 2021 to allow the Parties to complete due diligence and negotiate definitive documentation. Later that day, Ms. Goldenberg reached out again to the Chief Executive Officer of Party B and advised him that as Supreme planned to enter into exclusivity with another company, Supreme would need to cease discussions with Party B. On March 20, 2021, Supreme and Canopy entered into the Second Canopy LOI. Between March 20, 2021 and April 7, 2021, Canopy conducted extensive due diligence on Supreme and the Parties negotiated the terms of the Arrangement Agreement, the form of Support Agreement and other documentation. During this period, the Supreme Board was kept apprised of the progress of the negotiations with Canopy. On April 5, 2021, Ms. Goldenberg and Mr. Veenema confirmed their agreement that the exchange ratio would be set based on the closing price of the Canopy Shares on the trading day immediately prior to announcement of the Arrangement in order to provide an implied price of $0.44 per Supreme Share. On April 7, 2021, at a meeting of the Supreme Board held to evaluate the Arrangement, BMO Capital Markets and Hyperion delivered oral opinions, which were subsequently confirmed by delivery of the BMO Capital Markets Fairness Opinion and Hyperion Fairness Opinion. The Fairness Opinions reflected the determinations that, as of April 7, 2021, and based upon and subject to the scope of the review, analysis undertaken and various assumptions, limitations and qualifications set forth in the respective Fairness Opinions, the Consideration to be received by Supreme Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Supreme Shareholders. The Supreme Board, upon careful consideration, including advice from BMO, Hyperion and BLG, determined that the Arrangement was fair to Supreme Shareholders and that it was in the best interest of Supreme and determined to recommend to Supreme Shareholders that they vote in favour of the Arrangement. Late in the evening on April 7, 2021, Supreme and Canopy entered into the Arrangement Agreement and before the open of markets on April 8, 2021, Supreme and Canopy issued a joint press release announcing the Arrangement.