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OTTAWA and VANCOUVER, British Columbia, June 01, 2021 (GLOBE NEWSWIRE) — HEXO Corp. (“HEXO“) (TSX: HEXO; NYSE: HEXO) and Zenabis International Inc. (“Zenabis“) (TSX: ZENA) are happy to announce that they’ve accomplished the beforehand introduced association (the “Association“), pursuant to which HEXO has acquired the entire issued and excellent frequent shares of Zenabis (“Zenabis Shares“) by means of a plan of association beneath the Enterprise Firms Act (British Columbia).
“At present is one other nice day for HEXO,” stated HEXO CEO and co-founder Sebastien St-Louis. “With the acquisition of Zenabis, we’re actively positioning HEXO for future growth in Canada, Europe and past. This deal will strengthen our home manufacturers, provide a foothold in Europe and supply vital accretive synergies as we proceed in the direction of our objective of changing into EPS optimistic and a top-three world hashish merchandise firm.”
Beneath the phrases of the Association, every former Zenabis shareholder is now entitled to obtain 0.01772 of a typical share within the capital of HEXO (every complete share, a “HEXO Share“) for every Zenabis Share held instantly previous to the Association (the “Consideration“). It’s anticipated that the Zenabis Shares can be de-listed from the Toronto Inventory Alternate (the “TSX“) as of the shut of buying and selling on or about June 2, 2021.
So as to obtain the Consideration, registered holders of Zenabis Shares can be required to deposit their share certificates(s) representing Zenabis Shares, along with a duly accomplished letter of transmittal, with TSX Belief Firm, the depositary beneath the Association. Shareholders whose Zenabis Shares are registered within the identify of a dealer, vendor, financial institution, belief firm or different nominee ought to contact their nominee concerning the receipt of the Consideration.
Additional details about the Association is about forth within the supplies ready by Zenabis in respect of the particular assembly of Zenabis shareholders held on Might 13, 2021 (the “Assembly“), which had been mailed to Zenabis shareholders and filed beneath Zenabis’ profile on the System for Digital Doc Evaluation and Retrieval (SEDAR) at www.sedar.com.
Warrants
Warrants to buy Zenabis Shares, aside from these exercised previous to June 1, 2021 (the “Efficient Time“), will proceed to stay excellent as warrants of Zenabis, which, upon train, will entitle the holder thereof to obtain, in lieu of the variety of Zenabis Shares to which such holder was theretofore entitled upon train of such Zenabis warrants, the Consideration within the type of HEXO Shares that such holder would have been entitled to be issued and obtain if, instantly previous to the Efficient Time, such holder had been the registered holder of the variety of Zenabis Shares to which such holder was theretofore entitled upon train of such Zenabis warrants. All different phrases governing the warrants, together with, however not restricted to, the expiry time period, train worth and the circumstances to and the style of train, would be the identical because the phrases that had been in impact instantly previous to the Efficient Time, and shall be ruled by the phrases of the relevant warrant indenture or the relevant warrant certificates.
As required by the warrant indenture in respect of the relevant warrants, HEXO has entered right into a supplemental warrant indenture in respect of such warrant indenture governing relevant warrants. A duplicate of the supplemental warrant indenture can be obtainable on Zenabis’ and HEXO’s respective SEDAR profiles at www.sedar.com.
Listed Zenabis Warrants
Previous to the completion of the Association, Zenabis had excellent one class of warrants to buy Zenabis Shares listed on the TSX beneath the buying and selling image ‘ZENA.WT’ (the “Listed Zenabis Warrants“). The Listed Zenabis Warrants will proceed buying and selling on the TSX, however will start buying and selling beneath the image ‘HEXO.WT’ as of June 3, 2021. The Listed Zenabis Warrants will stay listed on the TSX till the earliest to happen of their train, expiry or de-listing. HEXO has entered right into a supplemental warrant indenture in respect of the Listed Zenabis Warrants, a duplicate of which can be obtainable on Zenabis’ and HEXO’s respective SEDAR profiles at www.sedar.com.
Choices, Deferred Share Items and Restricted Share Items
Holders of Zenabis choices have acquired substitute choices beneath the Association, exercisable for HEXO Shares on the identical conversion ratio relevant to the Zenabis Shares. All different phrases and circumstances of the substitute choices, together with the time period of expiry, vesting, circumstances to and method of exercising, are the identical because the Zenabis choices for which they had been exchanged.
Holders of Zenabis deferred share models or restricted share models have acquired substitute deferred share models or restricted share models, as relevant, beneath the Association, exercisable for HEXO Shares on the identical conversion ratio relevant to the Zenabis Shares. All different phrases and circumstances of the substitute deferred share models and restricted share models, together with the time period of expiry, vesting, circumstances to and method of exercising, are the identical because the Zenabis deferred share models or restricted share models for which they had been exchanged.
Different Issues
Zenabis has been granted exemptive aid from sure steady disclosure and insider reporting necessities by the relevant securities regulators. Holders of Listed Zenabis Warrants are due to this fact directed to reference, and depend on, the general public disclosure filings of HEXO.
Instantly previous to the completion of the Association, every of the administrators of the boards of administrators of Zenabis and its subsidiaries resigned.
HEXO’s and Zenabis’ operations are topic to a wide range of legal guidelines, rules and tips referring to the advertising, acquisition, manufacture, administration, transportation, storage, sale and disposal of hashish but in addition together with legal guidelines and rules referring to well being and security, the conduct of operations and the safety of the surroundings. To the data of HEXO’s administration, HEXO and Zenabis have been and, following the completion of the Association proceed to be in compliance with all such legal guidelines. Modifications to such legal guidelines, rules and tips as a consequence of issues past the management of HEXO and Zenabis might trigger opposed results to HEXO’s and Zenabis’ mixed operations.
Advisors and Counsel
A.G.P./Alliance International Companions is performing as monetary advisor to HEXO and Norton Rose Fulbright Canada LLP is performing as authorized counsel to HEXO.
Echelon Capital Markets (a member of Echelon Wealth Companions Inc.) is performing as monetary advisor to Zenabis in reference to the Transaction. Stikeman Elliott LLP is performing as authorized counsel to Zenabis and to the particular committee of the board of administrators of Zenabis.
About HEXO
HEXO is an award-winning licensed producer of revolutionary merchandise for the worldwide hashish market. HEXO serves the Canadian leisure market with a model portfolio together with HEXO, UP Hashish, Unique Stash, Bake Sale, Namaste, and REUP manufacturers, and the medical market in Canada, Israel and Malta. The Firm additionally serves the Colorado market by way of its Powered by HEXO® technique and Truss CBD USA, a joint-venture with Molson Coors (NYSE: TAP). Within the occasion that the beforehand introduced transactions to amass 48North and Redecan shut, HEXO expects to be the quantity one hashish merchandise firm in Canada by leisure market share.
For extra info, please go to www.hexocorp.com.
About Zenabis
Zenabis is a major Canadian-licensed cultivator of medical and leisure hashish. Zenabis employs workers coast-to-coast, throughout services in Atholville, New Brunswick; Langley, British Columbia; and Stellarton, Nova Scotia. Zenabis at the moment has 111,200 kg of licensed hashish cultivation area throughout three licensed services in Canada, along with its hashish import, export and processing three way partnership, ZenPharm, working from Birżebbuġa, Malta.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Sure info on this information launch concerning HEXO and Zenabis and their respective companies constitutes ahead trying statements beneath relevant securities legal guidelines. Any statements which are contained on this information launch that aren’t statements of historic reality are forward-looking statements. Ahead trying statements are sometimes recognized by phrases akin to “might”, “ought to”, “anticipate”, “potential”, “consider”, “intend”, “estimate” or the damaging of those phrases and comparable expressions and embody statements on this press launch in regards to the anticipated timing by which the Zenabis Shares can be de-listed from the TSX and the continued buying and selling of the Listed Zenabis Warrants on the TSX. Such forward-looking statements are based mostly on the present expectations of the administration of HEXO and Zenabis. Whereas HEXO and Zenabis think about these expectations to be affordable, based mostly on info at the moment obtainable, they could show to be incorrect. Readers are cautioned to not place undue reliance on forward-looking statements.
Such forward-looking occasions and circumstances might not happen when anticipated or in any respect and will differ materially on account of recognized and unknown danger elements and uncertainties affecting HEXO or Zenabis, together with dangers concerning the hashish trade, financial elements, the fairness markets usually, dangers related to progress and competitors and people danger elements referred to within the administration info round of Zenabis ready in reference to the Assembly. Though HEXO and Zenabis have tried to determine necessary elements that might trigger precise actions, occasions or outcomes to vary materially from these described on this information launch, there could also be different elements that trigger actions, occasions or outcomes to vary from these anticipated, estimated or supposed. Ahead-looking info can’t be assured. Readers are cautioned that the foregoing listing shouldn’t be exhaustive. Readers are additional cautioned to not place undue reliance on forward-looking statements as there will be no assurance that the plans, intentions or expectations upon which they’re positioned will happen. Such info, though thought of affordable by administration on the time of preparation, might show to be incorrect and precise outcomes might differ materially from these anticipated. For extra info on the chance, uncertainties and assumptions that might trigger anticipated alternatives and precise outcomes to vary materially, please discuss with the general public filings of HEXO and Zenabis which can be found on SEDAR at www.sedar.com, together with the “Danger Components” part in HEXO’s Annual Info Type dated October 29, 2020 and the latest administration’s dialogue and evaluation filed by every of HEXO and Zenabis.
Besides as required by relevant securities legal guidelines, statements on this information launch containing forward-looking info communicate solely as of the date on which they’re made and HEXO and Zenabis undertake no obligation to publicly replace or revise any forward-looking info, whether or not on account of new info, future occasions, or in any other case, besides as required by relevant securities legal guidelines.
Discover to U.S. Holders. Each HEXO and Zenabis have been fashioned outdoors of the US. The Association is topic to disclosure necessities of Canada which are totally different from these of the US. Monetary statements included within the paperwork, if any, are ready in accordance with Canadian accounting requirements and will not be akin to the monetary statements of United States corporations. It might be tough for a securityholder in the US to implement his/her/its rights and any declare a securityholder might have arising beneath U.S. federal securities legal guidelines, for the reason that corporations are situated in Canada, and a few or all of their officers or administrators could also be residents of Canada or one other nation outdoors of the US. A securityholder might not be capable of sue a Canadian firm or its officers or administrators in a court docket in Canada or elsewhere outdoors of the US for violations of U.S. securities legal guidelines. It might be tough to compel a Canadian firm and its associates to topic themselves to a U.S. court docket’s judgment.
Neither the TSX, nor NYSE accepts duty for the adequacy or accuracy of this launch. Neither the TSX nor the NYSE has handed upon the deserves of the transaction described herein and has neither authorised nor disapproved the content material of this launch.
For additional info, please contact:
Investor Relations:
invest@HEXO.com
www.hexocorp.com
Media Relations:
(819) 317-0526
media@hexo.com
