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ISS and Glass Lewis recommend ICC Shareholders vote FOR Arrangement with Aurora Cannabis
VANCOUVER, British Columbia, Oct. 23, 2018 (GLOBE NEWSWIRE) -- ICC Labs Inc. (the Company or ICC) (TSX-V: ICC) is pleased to announce that Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis) have both favourably recommended that ICC Shareholders (defined below) vote FOR the previously announced arrangement (the Arrangement) between ICC and Aurora Cannabis Inc. (Aurora) (TSX: ACB, NYSE: ACB) whereby, subject to the terms and conditions of an arrangement agreement dated September 8, 2018 (the Arrangement Agreement), Aurora will acquire all of the issued and outstanding common shares of ICC (the ICC Shares).
Special Meeting of ICC Shareholders
A special meeting (the Meeting) of holders of ICC Shares (ICC Shareholders) will be held on Tuesday, November 6, 2018 at 9:00 a.m. (Toronto time) at Norton Rose Fulbright Canada LLP, located at Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto. At the Meeting, ICC Shareholders will be asked to consider and vote on a special resolution (the Arrangement Resolution) approving the Arrangement.
Favourable ISS and Glass Lewis Recommendations
Both ISS and Glass Lewis, two leading independent proxy advisory firms whose recommendations are relied upon by major institutional investment firms and other institutional shareholders, refer to the strategic rationale for the Arrangement, offer premium, expected benefit from increased trading liquidity, market check conducted by ICC, as well as participation in a much larger combined company with substantially greater capital markets access, as certain factors supporting their FOR recommendation.
Share Consideration and Premium
If the Arrangement becomes effective, each ICC Shareholder will receive $1.95 per ICC Share, payable in common shares of Aurora (the Aurora Shares) valued at the volume-weighted average trading price of Aurora Shares on the Toronto Stock Exchange (the TSX) during the twenty trading day period ending on the second to last trading day on the TSX immediately prior to the date the Arrangement is completed pursuant to the terms of the Arrangement Agreement, all as further described in the Company’s management information circular (the Circular) in respect of the Arrangement.
The consideration to be received by ICC Shareholders represents a premium of approximately 34% on the twenty day volume-weighted average trading price of ICC Shares on the TSX Venture Exchange (the TSX-V) for the period ending August 22, 2018 (being the last trading day prior to ICC issuing a news release in respect of a media report speculating as to a potential transaction involving the acquisition of ICC).
Board Recommendation and Fairness Opinions
The Company’s board of directors has unanimously approved the Arrangement and recommends that ICC Shareholders vote FOR the Arrangement Resolution.
The Company’s board recommendation is supported by a fairness opinion from each of Canaccord Genuity Corp. and INFOR Financial Inc. to the effect that, as of the date of each opinion, and subject to the assumptions, limitations and qualifications on which each such opinion is based, the consideration to be received under the Arrangement by the ICC Shareholders is fair, from a financial point of view, to the ICC Shareholders.
Shareholder Support Agreements
Certain ICC Shareholders collectively holding approximately 28.8% of the issued and outstanding ICC Shares (as of September 26, 2018) have entered into support agreements with Aurora to, among other things, vote the ICC Shares owned by them in favour of the Arrangement and to otherwise support its completion, subject to the terms and conditions of such support agreements.
The Arrangement is subject to, among other things, the affirmative vote of at least two-thirds of the votes cast by ICC Shareholders present in person or represented by proxy at the Meeting.
Circular, Timing and Proxy Solicitation
ICC confirms that the Circular, form of proxy and other materials in connection with the Meeting have been mailed to ICC Shareholders of record as of September 26, 2018 in accordance with an interim order of the Supreme Court of British Columbia (the Court). A news release of ICC dated October 15, 2018 also provided an update to the Circular and should be read by ICC Shareholders in conjunction with the Circular. All such materials are also available under the Company’s profile on SEDAR at www.sedar.com. ICC Shareholders are urged to carefully read the Circular and related materials as they contain important information regarding the Arrangement and its consequences to ICC Shareholders.
Assuming approval of the Arrangement at the Meeting, the Company will, on or about November 8, 2018, return to the Court to seek a final order to implement the Arrangement. The closing of the Arrangement is also subject to receipt of certain other approvals (including certain Uruguayan regulatory approvals and the consent of Aurora’s lenders) and the satisfaction or waiver of certain other customary closing conditions. Approval by shareholders of Aurora is not required. Assuming all conditions are satisfied, the Company expects that the closing of the Arrangement will be completed in the fourth quarter of 2018.
ICC has retained Laurel Hill Advisory Group to solicit proxies, on behalf of management, to vote FOR the Arrangement Resolution. If you have any questions, please contact Laurel Hill by telephone toll free at 1-877-452-7184 (1-416-304-0211 by collect call) or by email at firstname.lastname@example.org.
ICC is a fully licensed producer and distributor of medicinal cannabinoid extracts, recreational cannabis and industrial hemp products in Uruguay as well as a fully licensed producer of medicinal cannabis in Colombia. The Company has active operations in Uruguay, and is focused on becoming the worldwide leading producer of cannabinoid extracts, giving support and promoting responsible use for medicinal purposes, backed by scientific research and innovation, while following strict compliance with standards for quality and safety.
For further information, please contact:
Alejandro Antalich, Chief Executive Officer of ICC Labs
Telephone: 598-2900-0000 ext. 404
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Caution Concerning Forward-Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law (forward-looking statements). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements in this news release include, but are not limited to statements with respect to: the anticipated timing of the Meeting and the closing of the Arrangement; the anticipated consideration to be received by ICC Shareholders; the satisfaction of closing conditions including required ICC Shareholder approval; necessary court approvals; the requisite Uruguayan regulatory approvals being obtained; Aurora obtaining the necessary consent from its lenders; and certain other customary closing conditions.
Implicit in the forward-looking statements referred to above are assumptions regarding, among other things: the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary ICC Shareholder approval and regulatory, court, stock exchange and other third party approvals; the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement; and other expectations and assumptions concerning the Arrangement. The anticipated timing provided herein in connection with the Arrangement may change for a number of reasons, including the inability to secure necessary ICC Shareholder approval and regulatory, court, stock exchange or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions necessary to complete the Arrangement. ICC Shareholders are urged to carefully read the Circular (as updated by the news release of ICC dated October 15, 2018) in its entirety.
Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statement, whether expressed or implied, including, without limitation, a change in the volume-weighted average trading price of the Aurora Shares from the date hereof to the Effective Date (defined in the Arrangement Agreement); the potential risk that the Arrangement Resolution will not be approved by ICC Shareholders or that the Arrangement Agreement could be terminated in certain circumstances; failure to, in a timely manner, or at all, obtain the required regulatory, court, stock exchange or other third party approvals for the Arrangement or any ancillary transaction; failure of the parties to otherwise satisfy the conditions to complete the Arrangement; the possibility that the Company’s board of directors could receive an acquisition proposal and approve a superior proposal; significant transaction costs or unknown liabilities; the risk of litigation or adverse actions or awards that would prevent or hinder the completion of the Arrangement; failure to realize the expected benefits of the Arrangement; compliance with all applicable laws and other customary risks associated with transactions of this nature; and general economic conditions. If the Arrangement is not completed, and the Company continues as an independent entity, there are serious risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an adverse impact on the Company’s business and strategic relationships, operating results and business generally. If the Arrangement is completed, ICC Shareholders will forego any potential future increase in the Company’s value as an independent public company. The Company’s failure to comply with the terms of the Arrangement Agreement may, in certain circumstances, also result in the Company being required to pay a termination fee or expense reimbursement to Aurora, the result of which could have a material adverse effect on the Company’s financial position, operating results and ability to fund growth prospects. Readers are cautioned that the foregoing list is not exhaustive. Forward-looking statements should be considered carefully and undue reliance should not be placed on them.
Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. In particular, there can be no assurance that the Arrangement will be completed. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as expressly required by applicable law.