TERRASCEND WILL HOST A SECOND QUARTER 2022 RESULTS CALL

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“As we weather headwinds in the global economy and capital markets, this action has allowed us to deleverage our balance sheet, preserve cash and reduce interest payments by processing a substantial portion of our notes not guaranteed at 4.25%,” said Judy Hong , CFO at Canopy Growth. “We continue to evaluate all available options to further optimize our balance sheet and process the remaining 4.25% of unsecured notes prior to maturity to ensure Canopy Growth is well positioned to continue investing in areas with the greatest potential. of our business to drive future growth.”

Pursuant to the terms of the transaction, Canopy Growth acquired and canceled approximately $263 million (approximately US$203.6 million ) aggregate principal amount of its Notes outstanding to a limited number of holders (the ” Ticket holders “), including GCILP, a subsidiary of CBI, for an aggregate purchase price (excluding accrued and unpaid interest of approximately $5.4 million (approximately US$4.2 million ), which was paid in cash) of $260 million (approximately US$201.6 million ) (the ” Purchase price “) payable in ordinary shares of the Company (the ” Canopy shares “).

The Company satisfied the purchase price as follows: (a) at the initial closing, 35,662,420 shares of Canopy (the ” Initial Closing Actions “) were issued to noteholders, other than GCILP, on the basis of a price equal to $3.50 per Canopy share, which was the closing price of Canopy shares on the Nasdaq Global Select Market (” Nasdaq “) on June 29, 2022 ; and (b) upon Final Closing, 11,896,536 Canopy Shares were issued to noteholders, other than GCILP, based on the volume-weighted average trading price of Canopy Shares on the Nasdaq for the 10 trading days. consecutive fellowship commencing on, and including, June 30, 2022 being $2.6245 (there ” Average price In addition, at the final closing, 29,245,456 shares of Canopy were issued to GCILP based on a price per Canopy share equal to the average price.

Pursuant to the Transaction, the Company acquired and canceled $100 million (approximately US$77.5 million ) aggregate principal amount of Notes held by GCILP in exchange for 29,245,456 Canopy Shares, representing approximately 6.7% of the issued and outstanding Canopy Shares on a non-diluted basis immediately prior to the Final Closing. Upon closing of the transaction, CBI, through GCILP and CBG Holdings LLC, holds 171,499,258 shares of Canopy, representing approximately 35.7% of the issued and outstanding Canopy shares on an undisclosed basis. diluted.

GCILP’s participation in the Transaction (the ” Insider Participation “) is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (” MI 61-101 “). Pursuant to Sections 5.5(a) and 5.7(1)(a) of NI 61-101, the Company is exempt from the requirement to obtain a formal valuation and minority approval of the shareholders of the Company in with respect to insider participation as a fair market the value of the Transaction is less than 25% of the market capitalization of the Company, as determined in accordance with NI 61-101 In addition, the Transaction has been approved by the Board of Directors of the Company with Ms. Judy A. Schmeling Director of CBI, Mr. Garth Hankinson Chief Financial Officer and Executive Vice President of CBI, Mr. Robert Hansson Executive Vice President and President of the Wines and Spirits Division of CBI and Mr. James Sabia , Executive Vice President and President of CBI’s Beer Division, each of whom declared their interest in the transaction by virtue of their positions at CBI and abstained from voting on it. The Company did not file a material change report 21 days prior to the closing of the Transaction as the details of Insider Participation in the Transaction had not been finalized at that time.

The transaction was completed in the form of a private placement, and the shares of Canopy issued in connection with the transaction were issued pursuant to exemption from the registration requirements of the Securities Act of 1933, as amended (the ” Securities Law “), granted by Section 4(a)(2) of the Securities Act in transactions not involving a public offer. This press release is neither an offer to sell nor a solicitation of an offer. purchase of the securities described above, nor will there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Advisors

Cassels-Brock & Blackwell LLP and Latham & Watkins LLP acted as legal advisors to Canopy Growth. HudsonWest LLC and BMO Capital Markets acted as financial advisors and stockbrokers to Canopy Growth.

About Canopy Growth

Canopy Growth (TSX: WEED, NASDAQ: CGC) is a world-leading diversified cannabis and cannabinoid consumer products company driven by a passion for improving lives, ending prohibition and building stronger communities. communities by unlocking the full potential of cannabis. Leveraging consumer insights and innovation, Canopy Growth offers product varieties in high-quality dried flower, oil, softgel, infused, edible and topical beverage formats, as well as herbal vaporizers. Canopy Growth and industry leader Storz & Bickel. Canopy Growth’s global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its color-coded classification system and is a market leader in both Canada and Germany . Through Canopy Growth’s award-winning Tweed and Tokyo Smoke banners, Canopy Growth reaches its adult consumers and has built a loyal customer base by focusing on premium products and meaningful customer relationships. Canopy Growth has entered the health and wellness consumer space in key markets including Canada , United States and Europe with BioSteel sports nutrition and This Works skin and sleep solutions; and introduced additional hemp-derived CBD products for United States through its First & Free and Martha Stewart CBD brands. Canopy Growth has partnered with Fortune 500 alcohol leader Constellation Brands.

Notice Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities laws. Often, but not always, forward-looking statements and information can be identified by the use of words such as “anticipates”, “expects” or “does not expect”, “is expected”, “estimates”. , “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and expressions or states that certain actions, events or results “may”, “could”, “would”, “could” or “will” occur, occur or be realized. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause results, performance or achievements actual results of the Company or its subsidiaries are materially different from any future results, performance or achievements expressed or implied by the forward-looking statements – forward-looking statements or information contained in this press release Examples of such statements and incer titudes include statements regarding the benefits of buying back debt and expectations regarding other economic, business and/or competitive factors .

The risks, uncertainties and other factors involved in forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including the inherent uncertainty associated with projections; expectations regarding future investments, growth and expansion of operations; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in financial and stock markets and the impacts of increased rates of inflation; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and law enforcement related to cannabis, political risks and risks related to regulatory changes; risks related to anti-money laundering laws; compliance with extensive governmental regulations and the interpretation of various laws, regulations and policies; public opinion and perception of the cannabis industry; and other risks contained in the Company’s public documents filed with the Canadian securities authorities and available under the Company’s profile on SEDAR at www.sedar.com and with the United States Securities and Exchange Commission through EDGAR at www.sec.gov/edgar including the company’s annual report on Form 10-K for the fiscal year ended March 31, 2022 .

With respect to forward-looking statements and information, the Company has provided such statements and information based on certain assumptions which it believes to be reasonable at the current time. Although the Company believes that the assumptions and factors used in preparing any forward-looking information or forward-looking statements contained in this press release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur within the time disclosed or not at all. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may differ materially from those described herein as anticipated, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be those anticipated, estimated or planned. The forward-looking information and forward-looking statements included in this press release are made as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking information or forward-looking information to reflect new information. , subsequent events or otherwise, except as required by applicable securities laws.

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SOURCE Canopy Growth Corporation

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