Aurora Cannabis Announces Mailing of Management Information Circular with Respect to Acquisition of MedReleaf Corp.
Board Unanimously Recommends Shareholders Vote in Favour of Resolution – Combination Creating Pre-eminent Global Cannabis Company
EDMONTON, June 20, 2018 /CNW/ – Aurora Cannabis Inc. (“Aurora” or the “Company”) (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) announced today that it has filed its management information circular and related voting materials (collectively, the “Meeting Materials”) under its profile on SEDAR at www.sedar.com. The Meeting Materials will be mailed to Aurora shareholders (the “Shareholders”) in connection with the special meeting to be held on July 18, 2018 (the “Meeting”). The Company recommends shareholders vote in favour of the resolution to approve the issuance of Aurora common shares forming the consideration to be issued to MedReleaf Corp. (“MedReleaf”) securityholders pursuant to the Transaction (defined below). Management believes this combination will establish the world’s pre-eminent cannabis company positioned for accelerated growth.
Note to shareholders: to ensure that your Aurora shares will be represented at the meeting, please return the proxy form you will receive, properly completed and signed, prior to 9:00 a.m. (Vancouver time) on July 16, 2018.
As announced previously, Aurora entered into an arrangement agreement with MedReleaf dated May 14, 2018, as amended by the amending agreement dated May 24, 2018 (the “Arrangement Agreement”) whereby Aurora intends to acquire all of the issued and outstanding common shares of MedReleaf in an all-share transaction (the “Transaction”). Under the terms of the Arrangement Agreement, holders of MedReleaf common shares will receive 3.575 Aurora common shares and, in general, $0.000001 in cash for each MedReleaf common share held.
A copy of the Meeting Materials are also available for download at https://investor.auroramj.com
Key Benefits of the Transaction
- Industry leading scale: Unifying two leading operators with a total funded capacity of over 570,000 kg per year of high-quality cannabis, through nine facilities in Canada and two in Europe.
- Low production costs and industry leading yields: Aurora’s automated ‘Sky Class’ greenhouses are expected to provide industry-leading efficiencies and ultra-low production costs, delivering sustainably robust margins. MedReleaf’s high-yield cultivation techniques are expected to further enhance productivity and reduce costs across the combined entity’s facilities.
- International distribution: Aurora has established a strong and rapidly growing footprint in the international medical market. The combined entity can rapidly gain market share and establish an unmatched position in very substantial markets (the EU, after Brexit, will have well over 400 million people), while being subject to very limited competition.
- Brand leadership: Aurora, CanniMed and MedReleaf, three established cannabis brands, coupled with a portfolio of consumer and wellness brands, San Rafael ’71, Woodstock, and AltaVie, backed by detailed consumer and marketplace insights and advanced analytical frameworks.
- Scientific leadership: Each company is actively engaged in clinical trials and medical studies, which has resonated exceptionally well with the international medical community, driving above average prescription rates and referrals. Furthermore, both companies have developed considerable expertise at the genetics end of the cannabis science value chain, enabling the development of new cultivars with specific traits for a variety of domestic and international markets.
- R&D: The combined company will have an industry leading science and R&D team, approaching 40 PhDs and MScs. Both companies have a proven track record in developing new products, adopting innovations throughout the value chain, and integrating exciting innovations from third parties. Combining these capabilities will accelerate product development and technology adoption, creating strong, defensible competitive advantages, including, management believes, higher-margin offerings to drive above average profitability.
Management Commentary
“Simply put, our joint management teams believe that the combination establishes a pre-eminent global cannabis company, positioned exceptionally well to rapidly accelerate growth in multiple large domestic and international markets, while achieving an unmatched margin profile,” said Terry Booth, CEO of Aurora. “Aurora and MedReleaf are complementary in many ways; sharing philosophies and strategies with respect to corporate values, cultivation and production, international expansion, focus on aggressive development of global medical cannabis markets, as well as the establishment of leading consumer brands in Canada and additional international markets as laws and regulations permit.”
This strategic and cultural alignment creates the foundation to further strengthen our vertical integration – capturing more margin, and developing strong, defensible competitive advantages, while servicing a rapidly growing customer base through well-developed distribution channels.
Terry Booth, CEO of Aurora
Recommendation of the Board of Directors
After consulting with its financial and legal advisors and careful consideration of the transaction, the Board of Directors has unanimously recommended that Aurora Shareholders vote FOR the Share Issuance Resolution.
If you have any questions or require assistance voting your shares, please contact Aurora’s strategic advisor and proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 (toll free) or 416-304-0211 (collect) or by email at assistance@laurelhill.com.
About Aurora
Headquartered in Edmonton, Alberta, with funded capacity in excess of 430,000 kg per year and operations across Canada and in Europe, Aurora is one of the world’s largest cannabis companies. The Company is vertically integrated and horizontally diversified across every key segment of the value chain, from facility design and engineering, to cannabis breeding and genetics research, cannabis and hemp production, extraction and high value-add product development, home cultivation and wholesale and retail distribution.
Highly differentiated from its peers, Aurora has established a uniquely advanced, consistent and efficient production strategy, based on purpose-built facilities that integrate leading-edge technologies across all processes. Intended to be replicable and scalable globally, these production facilities are designed to produce cannabis on a massive scale, with high flower quality, industry-leading yields, and ultra-low per gram production costs. Each of the Company’s facilities is built to meet European Union (EU) GMP standards, and both its first production facility and its wholly owned European medical cannabis distributor Pedanios have achieved that level of certification.
In addition to its rapid organic growth and strategic M&A, which to date includes nine companies acquired, Aurora is distinguished by its reputation as a partner of choice in the cannabis sector, having invested in and established strategic partnerships with a range of leading innovators, including: The Green Organic Dutchman Holdings Ltd. (TSX: TGOD), Radient Technologies Inc. (TSXV: RTI), Hempco Food and Fiber Inc. (TSXV: HEMP), Cann Group Ltd. (ASX: CAN), Micron Waste Technologies Inc. (CSE: MWM), Choom Holdings Inc. (CSE: CHOO), Namaste Technologies Inc. (TSXV: N), and Alcanna Inc. (TSX: CLIQ).
Aurora’s Common Shares trade on the TSX under the symbol “ACB”, and are a constituent of the S&P/TSX Composite Index.
For more information about Aurora, please visit our investor website investor.auroramj.com.
About MedReleaf
Voted Top Licensed Producer at the 2017 Lift Canadian Cannabis Awards, MedReleaf is an R&D-driven company dedicated to innovation, operational excellence and the production of top-quality cannabis. Sourced from around the world and carefully cultivated in one of two state of the art ICH-GMP and ISO 9001 certified facilities in Ontario, the Company delivers a variety of premium products for the global medical market and is committed to serving the therapeutic needs of its medical patients and providing a compelling product assortment for the adult-use recreational consumer. For more information on MedReleaf, its products, research and how the company is helping patients #livefree, please visit MedReleaf.com or follow @medreleaf.
