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Wayland Group Enters into a Letter of Intent to Sell 49.9% of International Business to International Cannabis Corp.
TORONTO, ON, January 15, 2019 – Wayland Group (CSE:WAYL) (FRANKFURT: 75M) (OTCQB:MRRCF) (“Wayland” or the “Company”) is pleased to announce that, pursuant to the Company’s previously announced strategic review, it has entered into a Letter of Intent to sell 49.9% of the Company’s international portfolio of assets to International Cannabis Corp (“ICC”). Wayland will receive 300,000,000 shares of ICC that trade under the symbol WRLD.U on the Canadian Securities Exchange, at a deemed price of USD $0.43 per share (the “Issue Price”). Based on the Issue Price, once complete this transaction will value Wayland’s international business at approximately USD$258,000,000.
Additional Transaction Details
Upon consummation of the proposed transaction:
- Wayland will sign a three-year supply agreement with ICC that will supply ICC with 10,000kg of EU-GMP certified product per year, for a total of 30,000kg during the term
- ICC will gain access to Wayland’s German advisory board to help with production and distribution strategies, branding campaigns, as well as the continued penetration of new cannabis and CBD markets and verticals through Cosmos Holdings
- Wayland’s international business will be held in a subsidiary which will be jointly owned by Wayland and ICC
- ICC shares will not be distributed to Wayland shareholders for a period of not less than six months from the closing date of the transaction.
This transformational event for Wayland shareholders affords them the opportunity to unlock the value in the Company’s international portfolio and to gain exposure to ICC’s international business. Based on yesterday’s closing price of Wayland, this transaction will value the international assets at a 13.3% premium to the current market value of Wayland’s entire global business and a 32.6% premium to the 20-day VWAP (volume-weighted average price). The current intention is to spin out the 300,000,000 ICC shares to WAYL shareholders at the appropriate time after the six-month holding period.
Subject to developments in the strategic review, the Company will continue to operate its Canadian business supplying its current medical patient base and the Canadian Provinces. Wayland’s state-of-the-art, purpose-built cannabis production facility in Langton, Ontario will be fully operational in 2019.
The proposed transaction would provide Wayland and our shareholders with exposure to an unparalleled portfolio of international assets to address the ever-expanding global legalization of medical cannabis with operations in countries with a total population of just over 390 million people and access to international markets that exceed a billion people.
Ben Ward, Wayland CEO
This transaction ascribes value to our international assets that is in line with our expectations as the value of our international assets is now greater than the entire company’s present market capitalization. The transaction also provides an opportunity at the appropriate time to fully integrate our international operations with ICC’s to cover all aspects of the value chain, including medical plant production, extraction, active pharmaceutical ingredient isolation, finished dose manufacturing, and distribution.
The transaction is expected to close on or around March 1, 2019 and is subject to a number of conditions including certain regulatory, stock exchange and securityholder approvals and other conditions, completion of satisfactory due diligence by ICC and Wayland, Wayland and ICC each receiving fairness opinions, the completion of a reorganization of Wayland’s international assets and the entering into a definitive agreement.
This Transaction is subject to a finder’s fee.
About Wayland Group
Wayland is a vertically integrated cultivator and processor of cannabis. The Company was founded in 2013 and is based in Burlington, Ontario, Canada and Munich, Germany, with production facilities in Langton, Ontario where it operates a cannabis cultivation, extraction, formulation, and distribution business under federal licenses from the Government of Canada. The Company also has production operations in Dresden, Saxony, Germany, Regensdorf, Switzerland, Allesandria, Piedmont, Italy and Ibague, Colombia. Wayland will continue to pursue new opportunities globally, including the consummation of its previously announced transactions in the United Kingdom, Australia and Argentina, in its effort to enhance lives through cannabis.
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