Subversive Acquisition LP Announces Receipt of Interim Order for Plan of Arrangement and Acceptance by NEO Exchange Inc. of Qualifying Transaction
TORONTO, March 10, 2021 /CNW/ - SUBVERSIVE ACQUISITION LP (TSX: SVX.U) (NEO: SVX.U) (OTCQX: SBVRF) ("SVX") today announced that it has obtained an interim order from the Supreme Court of British Columbia authorizing the calling and holding of a special meeting (the "Meeting") of the Unitholders (as defined below), the granting of dissent rights and other matters relating to the conduct of the Meeting.
At the Meeting, the holders of Restricted Voting Units and Proportionate Voting Units (collectively, the "Unitholders") will be asked to pass a special resolution relating to the proposed plan of arrangement (the "Arrangement") involving SVX. The Arrangement is subject to the approval of at least 662/3% of the votes cast on such resolution by Unitholders virtually present or represented by proxy at the Meeting, voting together as a single class. In addition, holders of the Restricted Voting Units will be asked to pass a special resolution to extend the date by which SVX has to consummate a qualifying transaction from April 8, 2021 to up to August 31, 2021 (the "Extension"). SVX may reduce the time period of the Extension by issuing a press release announcing such action. The Extension is subject to the approval of at least a simple majority of the votes cast by holders of Restricted Voting Units virtually present or represented by proxy at the Meeting.
The Arrangement will be carried out pursuant to the terms of the amended and restated definitive agreement dated February 9, 2021 (the "Arrangement Agreement") among InterCure Ltd. ("InterCure"), Subversive Real Estate Acquisition REIT (GP) Inc., an affiliate of InterCure and certain other parties, pursuant to which all of the issued and outstanding securities of SVX will be acquired by an affiliate of InterCure, by way of a plan of arrangement, in consideration for the issuance of a number of InterCure ordinary shares (the "Qualifying Transaction").
Meeting and Meeting Materials
The Meeting, which has been rescheduled to Tuesday April 6, 2021, will be held in a virtual only format, commencing at 10:00 a.m. (Toronto time).
Meeting materials, including a notice of special meeting of Unitholders, management information circular and form of proxy, are scheduled to be mailed to Unitholders of record as of February 25, 2021 in advance of the Meeting, in accordance with statutory requirements and the interim order, and will be available under SVX's SEDAR profile at www.sedar.com.
Unitholders should carefully review all Meeting materials as they contain important information concerning the Arrangement and the rights and entitlements of the Unitholders.
NEO Acceptance of Qualifying Transaction
SVX also announces today that NEO Exchange Inc. (the "NEO Exchange") has notified SVX that it does not object to the Qualifying Transaction proceeding under the rules of the Toronto Stock Exchange (the "TSX"), subject to the receipt of necessary regulatory and/or TSX approvals.
As previously announced by SVX, the Qualifying Transaction investment highlights include:
- Proven Business Model – The most profitable company in Israel's growing legal cannabis market with a Q4 2020 expected EBITDA annualized run rate of greater than US$10 million and positive free cash flow
- First Mover Advantage – Significant share of medical market, which grew 40% in 2020; First company to import medical grade cannabis to Israel; Positioned to capitalize on the legalization of recreational cannabis
- Progressive Operational Platform – Highly profitable, vertically integrated medical cannabis platform
- Key Partnerships – Canndoc's exclusive partnerships with leading cannabis brands and suppliers include Cookies, Charlotte's Web, Aphria, Tilray, Organigram, and more
- Robust Balance Sheet to Support Expansion – Cash to drive significant expansion organically and through strategic M&A; Expected expansion of cultivation to over 90 tons per year; Expected to open four additional pharmacies in 2021
- Experienced Management Team – Following the closing of the Transaction, Canndoc will continue to be led by its experienced executive team with deep knowledge of the cannabis industry, and operational expertise in the agriculture technology and pharmaceutical industries:
- Alex Rabinovitch, Chief Executive Officer
- Amos Cohen, Chief Financial Officer
- Rami Levy, Chief Operating Officer
- Moshe Gavrilov, Chief Marketing Officer
Completion of the Qualifying Transaction is expected in remains subject to the satisfaction or waiver of certain customary conditions including, among other things, (a) requisite shareholder and regulatory approvals and (b) approval to list the shares of the combined company on Nasdaq.
About Subversive Acquisition LP
Subversive Acquisition LP is a limited partnership established under the Limited Partnerships Act (Ontario) formed for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination involving SVX that will qualify as its qualifying transaction for the purposes of the rules of the Toronto Stock Exchange and Neo Exchange Inc. SVX is a special purpose acquisition corporation for the purposes of the rules of the Toronto Stock Exchange and Neo Exchange Inc.
For more information, visit https://www.subversivecapital.com/svx.
About Subversive Capital
Subversive Capital is a leading investment firm dedicated to investing in radical companies whose core missions subvert the status quo. With almost a decade of experience in the global cannabis industry, Subversive Capital has lead investments in some of the most successful transactions in the industry including the recent launch and closing transaction of Subversive Capital Acquisition Corp. to form The Parent Company (TPCO Holding Corp.) currently traded on the Neo Exchange and OTCQX.
For more information, visit www.subversivecapital.com
About InterCure (dba Canndoc)
InterCure (TASE: INCR) is the first public company on the Tel Aviv Stock Exchange to hold a valid and permanent license for the medical cannabis value chain through its 100% ownership in Canndoc. Canndoc is a GMP medical cannabis producer. Licensed by the Israeli Ministry of Health since 2008, Canndoc is a leading pioneer in the research, cultivation, production, and distribution of pharma-grade cannabis-based products to patients, hospitals, pharmacies, research and governmental organizations. Through its strategic exclusive collaboration with world leaders, distribution agreement with SLE (100% owned by Teva Pharmaceutical Industry) and long-term sales agreements, Canndoc is well-positioned as a leading and significant player in pharma-grade medical cannabis in Israel, Europe and the United Kingdom. For more information, visit http://www.canndoc.com
Forward–Looking Statements
This press release may contain forward–looking information within the meaning of applicable securities legislation, which reflects SVX's and its general partners' current expectations regarding future events, including with respect to its qualifying transaction. Forward-looking statements in this news release include, but are not limited to, statements relating to: the terms of the Arrangement (including the terms, timing, closing, likelihood of completion and conditions thereof), the timing and location of the Meeting and the mailing of certain materials relating to the Meeting, and the timing thereof. Forward–looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond SVX's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward–looking information. SVX does not undertake any obligation to update such forward–looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE Subversive Acquisition LP
INVESTORS: Subversive Acquisition LP. [email protected]; MEDIA: Subversive Acquisition LP, Berrin Noorata, [email protected]
Share this article