SASKATOON, Saskatchewan--(BUSINESS WIRE)--CanniMed Therapeutics Inc. (“CanniMed”) (TSX: CMED) acknowledges the press release of Aurora Cannabis Inc. (“Aurora”) with respect to the announcement of its intention to make an unsolicited offer (the “Unsolicited Offer”) for all of the common shares of CanniMed on the basis of a certain number of Aurora common shares for each common share of CanniMed based on an exchange ratio (the “Exchange Ratio”) noted in the Aurora press release.
We advise shareholders to take NO action until such time as the Board has had the opportunity to fully consider and make a recommendation regarding the Unsolicited Offer.
At this time, the Board has not received a formal written offer from Aurora. CanniMed notes that the Unsolicited Offer is speculative as the Aurora press release cautions that Aurora may determine not to proceed with its proposal in the circumstances described in the Aurora press release. Further, CanniMed cautions that the share consideration (or equivalent share value) offered by Aurora in its press release is inflated and CanniMed believes over values Aurora in that it is based on the closing price of the Aurora shares on the TSX on November 14, 2017, which reflects an increase of 124.9% over Aurora’s closing price on the TSX over the preceding 12 trading days (Aurora’s closing share price on October 27th, before the recent run-up, was $2.85 which implies a value of $12.90 per CanniMed share at the Exchange Ratio. CanniMed’s closing price on October 27th was $11.53).
The Board, in consultation with its financial and legal advisors intends to review the terms set out in the Aurora press release and will communicate further to shareholders as soon as practical and in any event no later than the end of day Friday, November 17, 2017. Further, the Board will provide a formal recommendation to its shareholders in the event that a formal offer is provided.
CanniMed also announces that it has previously entered into an exclusivity agreement with, and is in advanced discussions to acquire, Newstrike Resources Ltd. (TSXV: HIP) (“Newstrike”) at an exchange ratio of 0.033 CanniMed shares per Newstrike share, a transaction that if completed would be expected to provide CanniMed with accelerated penetration into the adult use cannabis market. Newstrike has a leading recreational brand, “Up Cannabis”, and a partnership with the Canadian musical artists, The Tragically Hip. Any transaction with Newstrike is expected to be subject to, among other things, the approval of shareholders of CanniMed and Newstrike at special meetings of shareholders called for that purpose, and regulatory and court approval. There is, however, no certainty that any transaction with Newstrike will be entered into or completed.
Further details will be provided to shareholders as soon as practical and shareholders are again cautioned to take no action.
Shareholders with questions should call CanniMed’s strategic shareholder services advisor, Kingsdale Advisors, at 1-888-518-1554.
About CanniMed Therapeutics Inc.
CanniMed is a Canadian-based, international plant biopharmaceutical company and a leader in the Canadian medical cannabis industry, with 16 years of pharmaceutical cannabis cultivation experience, state-of-the-art, GMP-compliant production process and world class research and development platforms with a wide range of pharmaceutical-grade cannabis products. In addition, the Company has an active plant biotechnology research and product development program focused on the production of plant-based materials for pharmaceutical, agricultural and environmental applications.
The Company, through its subsidiaries, was the first producer to be licensed under the Marihuana for Medical Purposes Regulations, the predecessor to the current Access to Cannabis for Medical Purposes Regulations. It was the sole supplier to Health Canada under the former medical marijuana system for 13 years, and has been producing safe and consistent medical marijuana for thousands of Canadian patients, with no incident of product diversion or recalls.
Forward Looking Statements
This release includes certain statements that are deemed forward looking statements or forward looking information within applicable Canadian securities laws. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statement or information. Forward looking statements and information are statements that are not historical facts and are generally, but not always, identified by the words expects, plans, anticipates, believes, intends, estimates, projects, potential and similar expressions, or that events or conditions will, would, may, could or should occur, and include statements with respect to a possible offer for the common shares, expected accretive transaction and proposed acquisition of Newstrike. Although the Company believes the expectations expressed in such forward looking statements and information are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward looking statements. Factors that could cause the actual results to differ materially from those in forward looking statements include: uncertainty that an offer will be made, uncertainty that an accretive transaction will be announced, uncertainty that a definitive agreement with Newstrike will be approved by the Board, and uncertainty as to the Board’s recommendation in respect of a possible offer and the timing thereof. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward looking statements and information. Forward looking statements and information are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward looking statements in the event that managements beliefs, estimates or opinions, or other factors, should change.