SMITHS
FALLS, ON, and NEW
YORK, Dec. 2, 2024 /CNW/ - Canopy Growth
Corporation ("Canopy Growth") (TSX: WEED) (NASDAQ: CGC), a
world-leading cannabis company dedicated to unleashing the power of
cannabis to improve lives, and Acreage Holdings, Inc.
("Acreage") (CSE: ACRG.A.U, ACRG.B.U)(OTCQX: ACRHF,
ACRDF), a vertically integrated, multi-state operator of
cannabis cultivation and retailing facilities in the U.S., are
pleased to announce that it is anticipated that Canopy USA, LLC ("Canopy USA") will complete its acquisition of
Acreage on or around December 9,
2024, subject to the satisfaction or waiver of closing
conditions set out in the Arrangement Agreements (as defined
below).
Canopy Growth and Acreage are party to an arrangement agreement
dated April 18, 2019, as amended
(the "Fixed Share Arrangement Agreement"), relating to the
proposed acquisition (the "Fixed Share Acquisition") of all
issued and outstanding Class E subordinate voting shares of Acreage
(the "Fixed Shares") pursuant to a plan of arrangement
under the Business Corporations Act (British Columbia). The Fixed Share Acquisition
is anticipated to occur immediately after the acquisition of the
Class D subordinate voting shares of Acreage (the "Floating
Shares") pursuant to a plan of arrangement under
the Business Corporations Act (British Columbia) in accordance with the
arrangement agreement (the "Floating Share Arrangement
Agreement" together with the Fixed Share Arrangement
Agreement, the "Arrangement Agreements") dated October 24, 2022, as amended, among Canopy
Growth, Acreage and Canopy USA (together with the Fixed Share
Acquisition, the "Acquisitions"). Upon the closing of the
Acquisitions, Canopy USA will own
100% of the issued and outstanding shares of Acreage.
As previously announced by Acreage, if the price of the common
shares of Canopy Growth (the "Canopy Shares") on the Nasdaq
does not go above US$5.00 prior to
closing of the Acquisitions (calculated in the manner prescribed in
the Fixed Share Arrangement Agreement), holders of Fixed Shares
will not receive any consideration in exchange for their Fixed
Shares.
A letter of transmittal with respect to the Fixed Share
Acquisition and the Floating Share Acquisition will be mailed to
registered Acreage shareholders. The letters of transmittal have
been filed by Acreage under Acreage's profile on SEDAR+
at www.sedarplus.ca and with the U.S. Securities and
Exchange Commission through EDGAR at www.sec.gov/edgar.
All registered Acreage shareholders with physical certificate(s)
or DRS statement(s) will be required to send their certificate(s)
or DRS statement(s) representing their Fixed Shares and/or Floating
Shares with a completed letter of transmittal to the Company's
transfer agent, Odyssey Trust Company ("Odyssey"), in
accordance with the instructions provided in the applicable letter
of transmittal. Shareholders who hold their Fixed Shares and/or
Floating Shares through a broker or other intermediary and do not
have Acreage shares registered in their name will not need to
complete the applicable letter(s) of transmittal. Such shareholders
should contact their broker or other intermediary to arrange for
the deposit of their DRS statement(s) or certificate(s)
representing their Acreage shares.
As a result of the labour dispute at Canada Post, registered
Acreage shareholders are encouraged to contact Odyssey with any
questions by email at shareholders@odysseytrust.com in the
event that registered Acreage shareholders have not received copies
of their DRS statement(s) or certificate(s) representing their
Canopy Shares following the closing of the Acquisitions
and completion and delivery of their letter of transmittal to
Odyssey.
Copies of the Floating Share Arrangement Agreement and the Fixed
Share Arrangement Agreement may be accessed under Acreage's profile
on SEDAR+ at www.sedarplus.ca and with the U.S.
Securities and Exchange Commission through EDGAR
at www.sec.gov/edgar.
About Canopy Growth
Canopy Growth is a world leading cannabis company dedicated to
unleashing the power of cannabis to improve lives.
Through an unwavering commitment to consumers, Canopy Growth
delivers innovative products with a focus on premium and mainstream
cannabis brands including Doja, 7ACRES, Tweed, and Deep Space, in
addition to category defining vaporizer technology made
in Germany by Storz & Bickel.
Canopy Growth has also established a comprehensive ecosystem to
realize the opportunities presented by the U.S. THC market through
an unconsolidated, non-controlling interest in Canopy USA. Canopy USA has closed the acquisitions of
approximately 77% of the shares of Lemurian, Inc. ("Jetty") and
100% of the Wana entities that make up Wana
Brands, being Wana Wellness, LLC, The CIMA Group, LLC and Mountain High Products,
LLC. Jetty owns and operates Jetty Extracts, a California-based producer of high- quality
cannabis extracts and pioneer of clean vape technology, and
Wana Brands is a leading North
American edibles brand. The option to acquire Acreage, a vertically
integrated multi-state cannabis operator with principal operations
in densely populated states across the Northeast and Midwest, has
also been exercised.
Beyond its world-class products, Canopy Growth is leading the
industry forward through a commitment to social equity, responsible
use, and community reinvestment – pioneering a future where
cannabis is understood and welcomed for its potential to help
achieve greater well-being and life enhancement.
For more information visit www.canopygrowth.com.
About Acreage
Acreage is a multi-state operator of cannabis cultivation and
retailing facilities in the U.S., including its national retail
store brand, The Botanist. With its principal address in
New York City, Acreage's wide
range of national and regionally available cannabis products
include the award-winning brands The
Botanist and Superflux,
the Prime medical brand in Pennsylvania, and others. Acreage has focused
on building and scaling operations to create a seamless,
consumer-focused, branded experience. Learn more
at www.acreageholdings.com.
References to information included on, or accessible through,
the Canopy Growth or Acreage website do not constitute
incorporation by reference of the information contained at or
available through such websites, and you should not consider such
information to be part of this press release.
Forward-Looking Statements
This news release contains "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and "forward-looking information" 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 Canopy Growth,
Acreage or their 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 and uncertainties
include statements with respect to the anticipated closing date of
the Acquisitions, the price of the Canopy Shares, the consideration
to be issued to the holders of Fixed Shares pursuant to the Fixed
Share Acquisition, the satisfaction of the conditions set forth in
the Fixed Share Arrangement Agreement and Floating Share
Arrangement Agreement, and the closing of the Acquisitions.
Risks, uncertainties and other factors involved with
forward-looking information or statements could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information, including the ability of the parties to satisfy or
waive, in a timely manner, the conditions to the completion of the
Fixed Share Arrangement Agreement and the Floating Share
Arrangement Agreement; the ability of Canopy Growth, Acreage and
Canopy USA to satisfy or waive, in
a timely manner, the closing conditions set forth in the Fixed
Share Arrangement Agreement and Floating Share Arrangement
Agreement; risks relating to the value and liquidity of the Canopy
Shares, the Fixed Shares and Floating Shares; the rights of the
holders of Floating Shares and Fixed Shares may differ materially
from those of shareholders on Canopy Growth; negative operating
cash flow; uncertainty of additional financing; use of proceeds;
volatility in the price of the Canopy Shares, the Fixed Shares and
the Floating Shares; expectations regarding future investment,
growth and expansion of operations; regulatory and licensing risks;
changes in general economic, business and political conditions,
including changes in the financial and stock markets and the
impacts of increased rates of inflation; legal and regulatory risks
inherent in the cannabis industry, including the global regulatory
landscape and enforcement related to cannabis; additional dilution;
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 Canopy Growth and Acreage filed with Canadian securities
regulators and available under each of the Canopy Growth and
Acreage profile on SEDAR+ at www.sedarplus.com and with the
Securities and Exchange Commission through EDGAR at
www.sec.gov/edgar, including under the heading "Risk Factors" in
Canopy Growth's and Acreage's respective annual report on Form 10-K
for the year ended March 31, 2024 and
December 31, 2023, respectively, and
their subsequently filed quarterly reports on Form 10-Q.
In respect of the forward-looking statements and information,
Canopy Growth and Acreage have provided such statements and
information in reliance on certain assumptions that they believe
are reasonable at this time. Although Canopy Growth and Acreage
believe 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 or statements 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 or statements prove incorrect, actual results may vary
materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although Canopy
Growth and Acreage have 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 neither
Canopy Growth nor Acreage undertakes any obligation to publicly
update such forward-looking information or forward-looking
statements to reflect new information, subsequent events or
otherwise unless required by applicable securities laws.
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SOURCE Canopy Growth Corporation