Ladera Ventures Announces Proposed Reverse Takeover By MedMen Enterprises
VANCOUVER, British Columbia, April 30, 2018 (GLOBE NEWSWIRE) —
Ladera Ventures Corp. (TSXV:LV.H) (“Ladera” or the “Company”) is pleased to announce that it has entered into a binding letter agreement dated as of April 27, 2018 (the “Letter Agreement”) with leading Los Angeles-based cannabis company MM Enterprises USA, LLC (“MedMen Enterprises”). The Letter Agreement outlines the proposed terms and conditions pursuant to which Ladera and MedMen Enterprises will effect a business combination that will result in a reverse takeover of Ladera by the securityholders of MedMen Enterprises (the “Proposed Transaction”). The Letter Agreement was negotiated at arm’s length.
MedMen Enterprises has elected to terminate its previously announced binding letter agreement with OutdoorPartner Media Corporation in respect of a proposed business combination in accordance with the terms thereof, and OutdoorPartner Media has consented to such termination.
With vertically integrated operations in three states, including seven licensed stores in California’s newly opened adult-use market, MedMen Enterprises, a limited liability company organized under Delaware law, is one of the most dominant players in the fast-growing cannabis industry. MedMen Enterprises recently completed construction of a 45,000-square-foot factory in Northern Nevada, and MedMen Manhattan, the first-of-a-kind marijuana store in New York, opened on Fifth Avenue on April 20, 2018 on schedule. MedMen Enterprises also recently announced a joint-venture with Cronos Group Inc. to develop products and open MedMen branded stores in Canada’s potential adult-use market.
Terms of the Transaction
The Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect with Ladera acquiring all voting securities of MedMen Enterprises. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both Ladera and MedMen Enterprises.
Completion of the Proposed Transaction is subject to a number of conditions, including completion of the MedMen Financing (defined below), receipt of all necessary shareholder and regulatory approvals, the execution of related transaction documents, approval of the TSX Venture Exchange (the “TSXV”) for the delisting of the common shares of Ladera (the “Ladera Shares”) from the NEX board of the TSXV and conditional approval of the Canadian Securities Exchange for the listing of the Ladera Shares following completion of the Proposed Transaction. Completion of the Proposed Transaction is also subject to conversion of the 8,000,000 subscription receipts (the “Ladera Subscription Receipts”) previously issued by Ladera on March 7, 2018, release to Ladera of the related escrowed funds and cancellation of the warrants of Ladera underlying such subscription receipts.
MedMen Enterprises currently intends to complete a brokered private placement (the “MedMen Financing”) to accredited investors of subscription receipts (the “MedMen Subscription Receipts”). MedMen Enterprises has engaged Cormark Securities Inc. and Canaccord Genuity Corp., leading Canadian independent investment dealers, to act as co-bookrunners in connection with the MedMen Financing. The MedMen Subscription Receipts are proposed to be exchanged for post-Consolidated Ladera Shares in connection with the Proposed Transaction.
In connection with the Proposed Transaction, the Company will be required to, among other things: (i) change its name to a name requested by MedMen Enterprises and acceptable to applicable regulatory authorities; (ii) consolidate its outstanding Ladera Shares on a basis to be determined (the “Consolidation”); (iii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of MedMen Enterprises; and (iv) create a new class of non-participating super voting shares that would be issued to the founders of MedMen, Adam Bierman and Andrew Modlin, under the Proposed Transaction.
Under the Proposed Transaction, existing shareholders of the Company as of immediately prior to the completion of the Proposed Transaction would hold post-Consolidated Ladera Shares (whose voting rights will be subordinated) with a value, based on the MedMen Financing price, of US$6.0 million. Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of MedMen) to be filed by the Company in connection with the Proposed Transaction. It is anticipated that an annual general and special shareholder meeting of the Company to approve, among other matters, all required matters in connection with the Proposed Transaction will take place in May 2018 and closing of the Proposed Transaction will take place in the second quarter of 2018.
The Common Shares of the Company will remain halted until all necessary filings have been accepted by applicable regulatory authorities.
For more information please contact the Company at 778-331-8505 or email: sackerman@emprisecapital.com
