VANCOUVER, British Columbia, Oct. 15, 2018 — ICC Labs Inc. (ICC or the Company) (TSX-V: ICC) confirms that the management information circular dated October 3, 2018 (the Circular), form of proxy and other materials with respect to the Company’s proposed plan of arrangement (the Arrangement) with Aurora Cannabis Inc. (Aurora) have been mailed to holders (the ICC Shareholders) of common shares of ICC (the ICC Shares) of record as of September 26, 2018 in accordance with an interim order of the Supreme Court of British Columbia.
Special Meeting of ICC Shareholders
The Circular has been provided in respect of a meeting (the Meeting) of ICC Shareholders to be held on Tuesday November 6, 2018 at 9:00 a.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP located at Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto, Ontario. At the Meeting, ICC Shareholders will be asked to consider and vote on a special resolution (the Arrangement Resolution) approving the Arrangement whereby, subject to the terms and conditions of an arrangement agreement between the Company and Aurora dated September 8, 2018 (the Arrangement Agreement), Aurora will acquire all of the issued and outstanding ICC Shares. ICC confirms that the Circular, form of proxy and other materials in connection with the Meeting are available under the Company’s profile on SEDAR at www.sedar.com.
Share Consideration and Premium
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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, all as further described in the Circular.
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).
The Company’s board of directors unanimously recommends that ICC Shareholders vote FOR the Arrangement Resolution.
ICC Labs 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 [email protected]
Update to Circular
ICC also wishes to advise that the number of “in-the-money” options to purchase ICC Shares pursuant to the Company’s stock option plan (the In-the-Money Options) referenced on pages 49 and 50 of the Circular under the heading “Securities Laws Matters – Canadian Securities Laws – MI 61-101” were inadvertently misstated. Specifically, VI Capital Investments, Michael Galego and Ravi Sood beneficially own 4,996,018, 1,170,100, and 1,250,000 In-the-Money Options, respectively (rather than the numbers appearing opposite their names on page 50 of the Circular). All such In-the-Money Options are vested, therefore, there is no benefit to be received by them as a consequence of the accelerated vesting of In-the-Money Options pursuant to the terms of the Arrangement. All other related parties of ICC hold an aggregate of 2,000,000 In-the-Money Options (rather than the number referenced in the last sentence on page 49 of the Circular). ICC confirms that the correct holdings of In-the-Money Options held by all related parties were used in conducting the analysis and making the determinations set out in such section of the Circular (which is hereby updated as set out in this paragraph). No other revisions to the Circular are required. Other references in the Circular to amounts of In-the-Money Options are correct.
Assuming approval of the Arrangement at the Meeting, the Company will, on or about November 8, 2018, return to the Supreme Court of British Columbia 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.
About ICC Labs
ICC Labs 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 Email: [email protected]
For shareholder inquiries regarding the Arrangement, please contact:
Laurel Hill Advisory Group North America Toll Free: 1-877-452-7184 Collect Calls Outside North America: 1-416-304-0211 Email: [email protected]
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 special meeting of ICC Shareholders and the closing of the Arrangement, the anticipated consideration to be received by ICC Shareholders and 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. Shareholders are urged to read the Circular (as updated hereby) 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.