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Aurora Cannabis to File Dissident Circular Against Proposed CanniMed-Newstrike Combination
- Proposed Transaction Highly Dilutive and Wholly Inadequate for CanniMed Shareholders
- Aurora Appoints PI Financial as Advisor in Relation to CanniMed-Newstrike Proposal
VANCOUVER, Dec. 18, 2017 /CNW/ – Aurora Cannabis Inc. (“Aurora”) (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) announced that the Company will be filing a dissident circular, and will be soliciting votes against the resolution of CanniMed Therapeutics Inc. (“CanniMed”) to issue shares in connection with the proposed acquisition of Newstrike Resources Ltd. (“Newstrike”).
Aurora has analyzed all public disclosure on Newstrike and the proposed acquisition of Newstrike by CanniMed, and has concluded that the proposed transaction offers significantly inferior value to CanniMed shareholders in comparison to Aurora’s own offer to acquire CanniMed. A detailed discussion of why the proposed CanniMed-Newstrike transaction would be unfavourable to CanniMed’s shareholders will be provided in the Aurora dissident circular, to be filed on www.sedar.com:
- Newstrike has no revenues, no sales license and no patients, with a significant portion of its capacity unfunded. Based on that, it is hard to fathom the proposed purchase price of $273 million (before additional capital requirements).
- CanniMed is Newstrike’s Last Lifeline. Newstrike’s Management’s Discussion & Analysis for the period ended September 30, 2017 states that, “At this time [Newstrike] does not have sufficient cash on hand to meet its current financial obligations as they come due…”. CanniMed is bailing out Newstrike, paying a significant premium for this, and is asking its shareholders to approve the issuance of additional shares, representing 56.6% of the current outstanding CanniMed Shares, resulting in shareholders being diluted by approximately 34.6%.
- Newstrike will need significant capital to fund its stated expansion plans. These funds would have to be provided by the combined CanniMed-Newstrike company, likely resulting in further cash drain and/or dilution for CanniMed Shareholders.
- Newstrike’s Business Model Faces Significant Challenges. Based on Aurora’s operating experience, the Company expects the yield efficiencies required by Newstrike to meet its claimed production targets to be highly challenging for a company with no operational track record and Aurora therefore anticipates further dilution for CanniMed shareholders will be required to fund Newstrike’s ongoing operations.
- Unrealistic Perception of Newstrike’s Brand Value. Newstrike has no operational or execution track record, and has never sold a gram of product. It is ridiculous for CanniMed management to claim that Newstrike has a “premier recreational brand”.
- CanniMed management has provided no clarity of what the “near-term opportunities for significant synergies” or “significant financial returns” of their proposed transaction could be. CanniMed shareholders have every right to expect that details of these supposed benefits would be available – if, as claimed by CanniMed management, negotiations with Newstrike have been ongoing for five months.
- Newstrike has no operations outside of Ontario, nor does it have any future international growth plans. CanniMed shareholders should wonder how paying a 26% premium to acquire Newstrike makes them the owner of a “premier global cannabis company”.
- Aurora has appointed PI Financial as its financial advisor specifically to assist in the assessment of the proposed CanniMed-Newstrike transaction.
Transaction Evaluation by PI Financial
The opinion provided by PI Financial on the proposed CanniMed-Newstrike transaction, which will be appended to the Aurora dissident circular, unambiguously states that this transaction would be “wholly inadequate” to CanniMed shareholders.
We reviewed all disclosed and public information on Newstrike and on CanniMed management’s proposed acquisition, and in our opinion it’s a terrible deal for CanniMed shareholders. It doesn’t take a genius to see that a company with no revenues, no sales license, no patients, no intellectual property of significant value, no track record, and not enough funds to continue operating and funding its own expansion, should not be worth giving 35% of CanniMed away to Newstrike shareholders.
Terry Booth, CEO of Aurora
We therefore ask CanniMed shareholders to vote against the issuance proposal, and accept our offer, which not only pays a very significant premium, but also offers the opportunity to continue participating in the growth of the cannabis industry as part of Aurora, the most dynamic company in the sector.
Aurora’s wholly-owned subsidiary, Aurora Cannabis Enterprises Inc., is a licensed producer of medical cannabis pursuant to Health Canada’s Access to Cannabis for Medical Purposes Regulations (“ACMPR”). The Company operates a 55,200 square foot, state-of-the-art production facility in Mountain View County, Alberta, known as “Aurora Mountain”, a second 40,000 square foot high-technology production facility known as “Aurora Vie” in Pointe-Claire, Quebec on Montreal’s West Island, and is currently constructing an 800,000 square foot production facility, known as “Aurora Sky”, at the Edmonton International Airport, as well as is completing a fourth facility in Lachute, Quebec through its wholly owned subsidiary Aurora Larssen Projects Ltd.
In addition, the Company holds approximately 17.23% of the issued shares in leading extraction technology company Radient Technologies Inc., based in Edmonton, and is in the process of completing an investment in Edmonton-based Hempco Food and Fiber for an ownership stake of up to 50.1%. Furthermore, Aurora is the cornerstone investor with a 22.9% stake in Cann Group Limited, the first Australian company licensed to conduct research on and cultivate medical cannabis. Aurora also owns Pedanios, a leading wholesale importer, exporter, and distributor of medical cannabis in the European Union, based in Germany. The Company offers further differentiation through its acquisition of BC Northern Lights Ltd. and Urban Cultivator Inc., industry leaders, respectively, in the production and sale of proprietary systems for the safe, efficient and high-yield indoor cultivation of cannabis, and in state-of-the-art indoor gardening appliances for the cultivation of organic microgreens, vegetables and herbs in home and professional kitchens. Aurora’s common shares trade on the TSX under the symbol “ACB”.
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