WOONSOCKET, R.I. & TORONTO--(BUSINESS WIRE)--Abacus Health Products, Inc. (CSE: ABCS, OTCQB:ABAHF) (“Abacus”) is pleased to announce that, at the special meeting (“Meeting”) of its shareholders (“Shareholders”) held today, Shareholders approved the acquisition of Abacus by Charlotte’s Web Holdings, Inc. (“Charlotte’s Web”) pursuant to an arrangement (the “Arrangement”) under the Business Corporations Act (Ontario).
To be effective, the special resolution approving the Arrangement (“Arrangement Resolution”) required the approval by: (i) at least 66⅔% of the votes cast by holders of subordinate voting shares and proportionate voting shares of Abacus, present virtually or represented by proxy and entitled to vote at the Meeting, voting together as a single class, and (ii) in accordance with Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”), a majority of the votes cast by the holders of subordinate voting shares and proportionate voting shares of Abacus, present virtually or represented by proxy and entitled to vote at the Meeting, voting together as a single class (“Disinterested Holders”), excluding the votes cast by any “interested party”, any “related party” of an “interested party” or any “joint actor” (as such terms are defined in MI 61-101).
Approximately 99.98% of the votes cast by the holders of subordinate voting shares and proportionate voting shares of Abacus, voting together as a single class, voted in favour of the Arrangement Resolution. In addition, approximately 99.98% of the votes cast by Disinterested Holders voted in favour of the Arrangement Resolution.
The Arrangement Resolution is described in greater detail in Abacus’ management information circular (“Information Circular”) dated May 4, 2020 filed under Abacus’ profile on SEDAR at www.sedar.com and details of the voting results will be filed under Abacus’ profile on SEDAR and on Abacus’ website at www.abacushp.com.
Abacus expects to seek a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) (the “Final Order”) on or about June 8, 2020. Following the satisfaction or waiver of all conditions to closing, including the receipt of the Final Order, Abacus will implement the Arrangement as contemplated in the Information Circular. The Arrangement is expected to close in the second quarter of 2020.
Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities legislation. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “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”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.
Forward-looking information is based on a number of assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results and events to be materially different from those that are disclosed in or implied by such forward-looking information. The forward-looking information in this press release includes, but is not limited to, statements relating to expectations with respect to the anticipated timing of the proposed Arrangement. 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.
Additional information about these assumptions, risks, uncertainties and other factors is contained in Abacus’ annual information form dated April 29, 2020 and in the Information Circular, which are available under the issuer profile of Abacus on SEDAR at www.sedar.com.
Although Abacus believes that the assumptions and factors used in preparing the forward-looking information 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. The forward-looking information included in this news release is made as of the date of this news release and Abacus does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, unless required by applicable securities laws.
There can be no assurance that the Arrangement will occur, or that it will occur on the terms and conditions contemplated in the Information Circular. The Arrangement could be modified, restructured or terminated. Actual results could differ materially from those currently anticipated due to a number of factors and risks. The Arrangement cannot close until the required shareholder, court and regulatory approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.
About Abacus Health Products, Inc.
Abacus is principally engaged in the development and commercialization of over-the-counter (OTC) topical medications with active pharmaceutical ingredients and which contain organic and natural ingredients, including a cannabinoid-rich hemp extract containing CBD from the Cannabis sativa L plant. Abacus’ products are aimed at the rapidly growing markets for topical pain relief and therapeutic skincare and are based on proprietary patent-pending technologies developed by Abacus. Abacus’ formulations combine advanced science with organic and natural ingredients to provide safe relief. Abacus currently offers three lines of products: CBD CLINIC™, marketed to the professional practitioner market, and CBDMEDIC™ and Harmony Hemp™, marketed to the consumer market. Abacus’ products are offered across the United States and are produced by contract manufacturers, including in an FDA registered and audited manufacturing facility.
To learn more about Abacus, visit www.abacushp.com