Independent Proxy Advisors ISS and Glass Lewis Support Supreme's Plan of Arrangement with Canopy Growth Corporation and Recommend that Shareholders Vote "FOR" the Arrangement Resolution
- Two institutional shareholders who represent in aggregate approximately 5.46% of the total issued and outstanding Supreme shares on a non-diluted basis have entered into voting support agreements
- Shareholders are reminded to vote "FOR" the arrangement resolution ahead of the voting deadline on June 8, 2021 at 10:00 a.m. (Toronto time)
- Don't delay. Vote today: For assistance with voting contact Kingsdale Advisors 1-877-659-1819 or [email protected]
TORONTO, June 3, 2021 /CNW/ - The Supreme Cannabis Company, Inc. ("Supreme", the "Company" or "we") (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1) is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), leading independent proxy advisory firms, have each recommended that Supreme shareholders vote "FOR" the resolution approving the plan of arrangement (the "Arrangement") involving Canopy Growth Corporation ("Canopy") at Supreme's special meeting of shareholders (the "Meeting") on Thursday June 10, 2021 at 10:00 a.m. (Toronto time).
In reaching its recommendation, ISS stated the following:
"The Arrangement makes strategic sense as the combined entity is anticipated to capture approximately $30 million in cost synergies within two years of closing across COGS and G&A expenses, with current FIRE shareholders able to participate in the upside potential represented by the new larger scale cannabis entity."
The recommendation from ISS follows the report from Glass Lewis, who also recommended that shareholders vote "FOR" the Arrangement, noting that:
"Supreme shareholders will also benefit from an increase in trading liquidity and participation in a company with enhanced capital markets presence and a broader shareholder group, with strengthened access to growth capital in the form of both debt and equity."
Voting and Support Agreements
Supreme is also pleased to announce that two institutional shareholders holding in aggregate approximately 5.46% of the total issued and outstanding Supreme shares on a non-diluted basis have entered into voting support agreements (the "Support Agreements") with Canopy. Pursuant to the Support Agreements, the two institutional shareholders have agreed, among other things and subject to the terms contained therein, to vote all of the Supreme shares owned by such shareholders in favour of the Arrangement.
The Arrangement
Under the terms of the Arrangement, Supreme shareholders will receive 0.01165872 of a Canopy common share and $0.0001 in cash in exchange for each Supreme share held (the "Consideration"). The Consideration represented a premium per Supreme share of approximately 66% based on the closing prices of the Supreme shares and Canopy shares on the Toronto Stock Exchange (the "TSX") on April 7, 2021, being the date Supreme and Canopy entered into the definitive agreement in respect of the Arrangement.
VOTING IS FAST AND EASY
Even if a Supreme shareholder has never voted before, every vote will count no matter how many shares such shareholder owns. Holders of Supreme shares eligible to vote at the Meeting must vote their proxies before 10:00 a.m. (Toronto time) on June 8, 2021.
FOR SUPREME SHAREHOLDERS WITH QUESTIONS OR REQUIRING HELP VOTING:
If you have any questions or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-877-659-1819 (416-867-2272 for collect calls outside of North America) or by email at [email protected].
ADDITIONAL DETAILS
Due to restrictions relating to the global COVID-19 pandemic, and to mitigate risks to the health and safety of our communities, Supreme shareholders, employees and other stakeholders, Supreme is holding the Meeting as a completely virtual meeting, where all Supreme shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate and engage with Supreme as well as other Supreme shareholders.
Supreme's management information circular dated May 11, 2021 (the "Information Circular") provides important and detailed instructions about how to participate at the Meeting.
Supreme encourages Supreme shareholders to read the Meeting materials in detail. A copy of the Information Circular and related proxy materials are available on SEDAR (www.sedar.com) under Supreme's issuer profile and on Supreme's website at https://www.supreme.ca/canopy-growth-acquisition.
ABOUT SUPREME CANNABIS
The Supreme Cannabis Company, Inc., (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1), is a global diversified portfolio of distinct cannabis companies, products and brands. Since 2014, the Company has emerged as one of the world's most premium producers of recreational, wholesale and medical cannabis products.
Supreme's portfolio of brands caters to diverse consumer and patient experiences, with brands and products that address recreational, wellness, medical and new consumer preferences. The Company's recreational brand portfolio includes, 7ACRES, 7ACRES Craft Collective, Blissco, sugarleaf, and Hiway. Supreme addresses national and international medical cannabis opportunities through its premium Truverra brand.
Supreme's brands are backed by a focused suite of world-class operating assets that serve key functions in the value chain, including, scaled cultivation, value-add processing, automated packaging and product testing and R&D. Follow the Company on Instagram, Twitter, Facebook, LinkedIn and YouTube. We simply grow better.
FORWARD LOOKING STATEMENTS
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Supreme or its respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements include statements with respect to the timing and outcome of the anticipated benefits of the Arrangement as described by ISS and Glass Lewis; the anticipated timing of the Meeting and the closing of the Arrangement. Risks, uncertainties and other factors involved with 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 assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement; risks related to the value of the Canopy common shares to be issued pursuant to the Arrangement; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets; risks related to infectious diseases, including the impacts of the Covid-19 pandemic; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks contained in the public filings of Supreme filed with Canadian securities regulators and available under Supreme's profile on SEDAR at www.sedar.com, including the Information Circular and Supreme's annual information form for the year ended June 30, 2020. Although Supreme believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or 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 vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Supreme has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and Supreme does not undertake any obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
SOURCE The Supreme Cannabis Company, Inc.
Craig MacPhail, Investor Relations, The Supreme Cannabis Company, Inc., [email protected]; Kingsdale Advisors, [email protected], Toll-free: 1-877-659-1819, Collect (Outside North America): 1-416-867-2272
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