The Supreme Cannabis Company, Inc. Mails Information Circular for Special Meeting of Shareholders
TORONTO, May 17, 2021 /PRNewswire/ - The Supreme Cannabis Company, Inc. ("Supreme", the "Company" or "we") (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1) is pleased to announce that it has mailed a management information circular (the "Information Circular") and related proxy materials for the special meeting of Supreme shareholders ("Supreme Shareholders") to be held virtually on June 10, 2021 (the "Supreme Meeting") to obtain Supreme Shareholder approval of the plan of arrangement (the "Arrangement") with Canopy Growth Corporation ("Canopy") pursuant to which, among other things, Canopy will acquire all of the issued and outstanding common shares of Supreme ("Supreme Shares"), which was previously announced on April 8, 2021 (the "Transaction").
The Arrangement
Under the terms of the Arrangement, Supreme shareholders will receive 0.01165872 of a Canopy common share and $0.0001 in cash in exchange for each Supreme Share held. The Transaction provides Supreme Shareholders with a premium per Supreme Share of approximately 66% based on the closing prices of the Supreme Shares and Canopy common shares on the Toronto Stock Exchange (the "TSX") as of April 7, 2021.
Recommendation of the Supreme Board
The Transaction was approved by the board of directors of Supreme and Supreme's board of directors recommends that Supreme Shareholders vote in favour of the Transaction. Each of BMO Capital Markets and Hyperion Capital provided the Supreme board of directors with an opinion, each dated April 7, 2021, to the effect that, as of the date of such opinion, the consideration payable pursuant to the Transaction is fair, from a financial point of view, to the Supreme Shareholders, in each case, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in such opinions.
The Supreme Meeting
The Supreme Meeting is scheduled to be held on June 10, 2021 at 10:00 a.m. (Toronto time). The record date for determining Supreme Shareholders eligible to vote at the Supreme Meeting was May 3, 2021 (the "Record Date").
Due to restrictions relating to the global COVID-19 pandemic, and to mitigate risks to the health and safety of our communities, Supreme Shareholders, employees and other stakeholders, Supreme is holding the Supreme Meeting as a completely virtual meeting, where all Supreme Shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate and engage with Supreme as well as other Supreme Shareholders.
The Information Circular provides important and detailed instructions about how to participate at the virtual Supreme Meeting.
To become effective, the Arrangement must be approved at the Supreme Meeting by at least two-thirds (66 2/3%) of the votes cast by Supreme Shareholders on the resolution approving the Arrangement, present virtually or represented by proxy and entitled to vote at the Supreme Meeting. Canopy has entered into voting support agreements with certain of Supreme's directors and officers pursuant to which they have agreed, among other things, to vote their Supreme Shares in favour of the Transaction.
Your vote is important regardless of the number of Supreme Shares you own. Supreme encourages Supreme Shareholders to read the meeting materials in detail. A copy of the Information Circular and related proxy materials are available on SEDAR (www.sedar.com) under Supreme's issuer profile and on Supreme's website at https://www.supreme.ca/canopy-growth-acquisition.
The Interim Order
Supreme is also pleased to announce that it has obtained the interim order from the Ontario Superior Court of Justice (Commercial List) dated May 11, 2021, with respect to the Arrangement. The interim order, among other things, authorizes Supreme to call and hold the Supreme Meeting to approve the Arrangement. A copy of the interim order is included in the Information Circular.
The hearing date for the application for the final order of the Ontario Superior Court of Justice (Commercial List) is scheduled for June 15, 2021. Assuming timely receipt of all necessary court, Supreme Shareholder, regulatory and third-party approvals and the satisfaction of all other conditions, closing of the Arrangement is expected to occur by the end of June 2021.
Voting your Supreme Shares
Registered Supreme Shareholders as of the Record Date (being Supreme Shareholders who hold their Supreme Shares directly, registered in their own names) and duly appointed proxyholders will be able to virtually attend, participate and vote at the Supreme Meeting online at https://web.lumiagm.com/470145771 using the Supreme Meeting ID: 470145771 and password "supreme2021" (case sensitive). Non-registered Supreme Shareholders (being Supreme Shareholders who hold their Supreme Shares through a bank, trust company, broker, dealer, custodian, nominee, administrator of a self-administered plan or other intermediary (each, an "Intermediary")) who have not duly appointed themselves as proxyholder will be able to virtually attend the Supreme Meeting as guests, however they will not be able to participate or vote at the Supreme Meeting.
If you are unable to virtually attend the Supreme Meeting, we encourage you to take the time now to complete, sign, date, and return the enclosed form of proxy or voting instruction form so your Supreme Shares can be voted at the Supreme Meeting in accordance with your instructions. Proxies must be received by Supreme's transfer agent no later than 10:00 a.m. on, June 8, 2021 or at least 48 hours prior to any adjournment or postponement of the Supreme Meeting. Voting instruction forms, which must be submitted to your Intermediary, may need to be submitted in advance of this deadline in order to be valid.
Shareholder Questions or Voting Assistance
If you have any questions or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-877-659-1819 (416-867-2272 for collect calls outside of North America) or by email at [email protected].
ABOUT SUPREME CANNABIS
The Supreme Cannabis Company, Inc., (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1), is a global diversified portfolio of distinct cannabis companies, products and brands. Since 2014, the Company has emerged as one of the world's most premium producers of recreational, wholesale and medical cannabis products.
Supreme's portfolio of brands caters to diverse consumer and patient experiences, with brands and products that address recreational, wellness, medical and new consumer preferences. The Company's recreational brand portfolio includes, 7ACRES, 7ACRES Craft Collective, Blissco, sugarleaf, and Hiway. Supreme addresses national and international medical cannabis opportunities through its premium Truverra brand.
Supreme's brands are backed by a focused suite of world-class operating assets that serve key functions in the value chain, including, scaled cultivation, value-add processing, automated packaging and product testing and R&D. Follow the Company on Instagram, Twitter, Facebook, LinkedIn and YouTube. We simply grow better.
FORWARD LOOKING STATEMENTS
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information 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. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Supreme or its respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements include statements with respect to the timing and outcome of the Arrangement, the anticipated timing of the Supreme Meeting and the closing of the Transaction. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Transaction; risks related to the value of the Canopy common shares to be issued pursuant to the Transaction; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets; risks related to infectious diseases, including the impacts of the Covid-19 pandemic; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks contained in the public filings of Supreme filed with Canadian securities regulators and available under Supreme's profile on SEDAR at www.sedar.com, including the Information Circular and Supreme's annual information form for the year ended June 30, 2020.
In respect of the forward-looking statements and information concerning the anticipated timing for completion of the Transaction, Supreme has provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although Supreme beleives that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Supreme has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and Supreme does not undertake any obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
SOURCE The Supreme Cannabis Company, Inc.
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