ICC Labs Inc. — Thursday, November 8th 2018 at 7:12pm UTC
VANCOUVER, British Columbia, Nov. 08, 2018 (GLOBE NEWSWIRE) — ICC Labs Inc. (the Company or ICC) (TSX-V: ICC) is pleased to announce that the Supreme Court of British Columbia has issued a final order (the Final Order) approving the plan of arrangement (the Arrangement) between ICC and Aurora Cannabis Inc. (Aurora) (TSX: ACB, NYSE: ACB). Subject to the terms and conditions of an arrangement agreement between ICC and Aurora dated September 8, 2018 (the Arrangement Agreement), Aurora will acquire all of the issued and outstanding common shares of ICC (ICC Shares). Obtaining the Final Order is one of the conditions to completing the Arrangement.
Receipt of the Final Order follows the special meeting of shareholders of ICC (ICC Shareholders) on November 6, 2018 wherein approximately 98.74% of votes cast by all of the ICC Shareholders eligible to vote at the Meeting voted in favour of a special resolution to approve the Arrangement.
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 pursuant to the terms of the Arrangement Agreement and as further described in ICC’s management information circular (the Circular) in respect of the Arrangement, a copy of which is available under ICC’s profile on SEDAR at www.sedar.com.
Completion of the Arrangement remains subject to other customary closing conditions, including the receipt of certain Uruguayan regulatory approvals. All requested documents have been submitted to the relevant Uruguayan authorities to apply for such approvals and a response is currently being awaited. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed in the fourth quarter of 2018.
ICC 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
Telephone: 598-2900-0000 ext. 404
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 closing of the Arrangement; the anticipated consideration to be received by ICC Shareholders; the satisfaction of closing conditions; the Uruguayan regulatory approvals being obtained; 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 regulatory and 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 regulatory 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. ICC Shareholders are urged to carefully read the Circular (as updated by the news release of ICC dated October 15, 2018) 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 express 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 Agreement could be terminated in certain circumstances; failure to, in a timely manner, or at all, obtain the required regulatory 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; 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; 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 may, in certain circumstances, also be required to pay a termination fee 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.