Nuuvera announces shareholder approval of plan of arrangement with Aphria Inc.
LEAMINGTON, ON and TORONTO, March 20, 2018 /CNW/ – Nuuvera Inc. (the “Company” or “Nuuvera”) (TSXV:NUU) and Aphria Inc. (“Aphria”) (TSX: APH and US OTC: APHQF) are pleased to announce that, at the special meeting of shareholders of Nuuvera held today (the “Meeting”), the shareholders of Nuuvera overwhelmingly voted in favour of a special resolution to approve the proposed plan of arrangement with Aphria previously announced on January 29, 2018 (the “Arrangement”) pursuant to which, among other things, Aphria will acquire all of the issued and outstanding shares of Nuuvera not already owned by it.
The Arrangement required approval by: (i) 66⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
A total of 60,129,430 Nuuvera shares, representing approximately 67.15% of the outstanding Nuuvera shares, were represented in person or by proxy at the Meeting. Of the votes cast with respect to the Arrangement, an aggregate of 60,073,288 Nuuvera shares were voted in favour of the Arrangement, representing approximately 99.90% of the votes cast on the resolution. In addition, an aggregate of 47,193,288 Nuuvera shares, representing approximately 99.88% of the votes cast on the resolution excluding such shareholders as are required to be excluded pursuant to MI 61-101, were voted in favour of the Arrangement.
It is expected that Nuuvera will apply for a final order of the Ontario Superior Court of Justice (Commercial List) on March 22, 2018. Completion of the Arrangement remains subject to other customary closing conditions, including the aforementioned court order. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed on or around March 23, 2018. Following completion of the Arrangement, Nuuvera will be de-listed from the TSX Venture Exchange and applications will be made for Nuuvera to cease to be a reporting issuer.
Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting which were mailed to Nuuvera shareholders and filed under Nuuvera’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Nuuvera is a global cannabis company founded on Canadian principles, and built with the whole world in mind. Nuuvera is currently working with partners in Germany, Israel and Italy, and is exploring opportunities in several other countries, to develop commercial production and global distribution of medical grade cannabis in legalized markets. Through its subsidiaries, ARA – Avanti and Avalon Pharmaceutical Inc., Nuuvera holds a Dealer License (GMP) under the Narcotic Control Regulations and Office of Controlled Substances. Nuuvera is currently in the final stages of the Health Canada review process to become a Licensed Producer of medical marijuana under the ACMPR, and has recently received its “letter to build” approval.
For more information about Nuuvera, please visit: www.nuuvera.com
Aphria, one of Canada’s lowest-cost medical cannabis producers, produces, supplies and sells medical cannabis. Located in Leamington, Ontario, the greenhouse capital of Canada, Aphria is truly powered by sunlight allowing for the most natural growing conditions available. Aphria is committed to providing pharma-grade medical cannabis, superior patient care while balancing patient economics and returns to shareholders.
For more information about Aphria, please visit www.aphria.ca
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