VANCOUVER, Aug. 13, 2019 /CNW/ – Hempco Food and Fiber Inc. (“Hempco“) (TSX-V: HEMP) is pleased to announce that at today’s special meeting of shareholders of Hempco (the “Meeting“), it received overwhelming support in favour of the previously announced proposed transaction with Aurora Cannabis Inc. (“Aurora”) (NYSE: ACB) (TSX: ACB), wherein Aurora has agreed to acquire all issued and outstanding common shares of Hempco not already owned by Aurora by way of a plan of arrangement (the “Arrangement“).
Of the votes cast, more than 98.84 percent of Hempco shareholders who voted were in favour of the proposed transaction (93.66% after excluding the votes cast by Aurora whose votes may not be included in determining minority approval for the Arrangement pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions) (“MI 61-101“). The Arrangement required approval by at least two-thirds (66⅔%) of the votes cast by Hempco shareholders present in person or by proxy and entitled to vote at the Meeting and a majority of the votes cast by Hempco shareholders after excluding the votes cast by Aurora.
“We are very pleased to have received such overwhelming consent from our shareholders for this important advancement towards Hempco’s future. Assuming the timely receipt of the remaining regulatory and Court approvals, the transaction is expected to close quickly,” said John Ross, Hempco’s Interim CEO. “I believe I speak for everyone at Hempco when I say we very much look forward to becoming a meaningful contributor to the overall global hemp strategy for Aurora.”
Hempco and Aurora entered into a definitive agreement on June 28, 2019, for the proposed acquisition of Hempco by Aurora under the Arrangement, pursuant to which each outstanding share of Hempco not already owned by Aurora will be exchanged for approximately 0.08659 Aurora shares.
Hempco is seeking a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on August 15, 2019. In addition to the approval of the court, completion of the Arrangement remains subject to other customary closing conditions, including receipt of applicable regulatory and third-party approvals and consents as may be required to effect and complete the transaction, including approval of the Toronto Stock Exchange and New York Stock Exchange (in respect of Aurora) and the TSX Venture Exchange (in respect of Hempco). It is currently expected that, subject to satisfaction of all closing conditions, the transaction will close by the end of August 2019. After the completion of the Arrangement, Hempco shares will be delisted from the TSX Venture Exchange and Aurora will apply to the relevant securities commissions for Hempco to cease to be a reporting issuer under Canadian securities laws.
Further information regarding the Arrangement Agreement is provided in Hempco’s management information circular dated July 15, 2019, in respect of the Meeting available under Hempco’s profile on SEDAR at www.sedar.com.
For more than 12 years Hempco has been a trusted and respected pioneer, innovator and provider of quality, hemp-based foods, hemp fiber and hemp nutraceuticals. Hempco produces and markets the brands PLANET HEMP™ and PRAISE, hemp-based foods and nutritional supplements for people and animals. Hempco is expanding its processing ability to meet global demands in a 56,000 sq. ft. facility located at Nisku, Alberta. Hempco’s common shares trade on the TSX Venture Exchange under the symbol “HEMP”.
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 accretive earnings, future financial position and results of operations, anticipated benefits and costs synergies associated with the Arrangement, internal expectations, estimated margins, expectations for future growing capacity, costs and opportunities, liquidity of Aurora Shares, effect of the Arrangement on the combined company and its future strategy, plans, objectives, goals, targets and future developments, expectations for receipt of licenses to process or distribute cannabis in legal markets, the completion of any capital projects or expansions, the anticipated timing for the closing of the Arrangement, the anticipated consideration to be received by Hempco shareholders, the satisfaction of closing conditions including: (i) necessary court approval in connection with the Arrangement; (ii) certain termination rights available to the parties under the Arrangement Agreement; (iii) Hempco obtaining the necessary approvals from the TSX-V; (iv) Aurora obtaining necessary approvals from the TSX and NYSE for the listing of the Aurora Shares issuable under the Arrangement; and (v) other closing conditions, including, without limitation, the operation and performance of the Hempco business in the ordinary course until the closing of the Arrangement. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management of Aurora and Hempco 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 statements. Neither Aurora nor Hempco are under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Hempco Food and Fiber Inc.