Full Press Release Details
Acreage Obtains Final Order for Plan of
Arrangement with Canopy Growth and Confirms Record Date for Acreage Shareholders Entitled to Receive the Option Premium
SMITHS FALLS, ON and NEW YORK, June 21, 2019
/CNW/ - Acreage Holdings, Inc. ("Acreage") (CSE:ACGR.U) (OTC: ACRGF) (FSE: 0ZV) and Canopy Growth Corporation
("Canopy Growth") (TSX: WEED) (NYSE: CGC) (together, the "Companies") are pleased to announce
that Acreage has obtained a final order from the Supreme Court of British Columbia approving the previously announced arrangement
under section 288 of the Business Corporations Act (British Columbia) with Canopy Growth (the "Arrangement").
Pursuant to the Arrangement, the Articles of
Acreage will be amended to provide Canopy Growth with the option (the "Canopy Growth Call Option") to acquire
all of the issued and outstanding shares in the capital of Acreage (each, an "Acreage Share"), with a requirement
to do so upon a change in federal laws in the United States to permit the general cultivation, distribution and possession of marijuana
(as defined in the relevant legislation) or to remove the regulation of such activities from the federal laws of the United States
(the "Triggering Event"), subject to the satisfaction of the conditions set out in the arrangement agreement entered
into between Acreage and Canopy Growth on April 18, 2019, as amended on May 15, 2019 (the "Arrangement Agreement").
Canopy Growth is permitted to waive the Triggering Event and intends to do so as soon as the policies of the New York Stock Exchange
("NYSE") and/or the Toronto Stock Exchange ("TSX") permit completion of the acquisition, provided
that completion would not violate any third-party agreements, including those entered into by Canopy Growth with Constellation
Acreage and Canopy Growth anticipate implementing
the Arrangement on or about June 27, 2019 (the "Initial Effective Date"). Holders of Acreage Shares and
certain securities convertible or exchangeable into Class A subordinate voting shares of Acreage (the "Subordinate Voting
Shares") as of the close of business on June 26, 2019, the business day immediately preceding the Initial Effective Date
(the "Record Date"), will be entitled to receive their pro rata portion (on an as converted to Subordinate Voting
Share basis) of US$300,000,000 (the "Option Premium") being paid by Canopy Growth to such persons as consideration
for granting the Canopy Growth Call Option. It is expected that the Option Premium will be distributed to such holders of record
on or before the third business day following the Initial Effective Date. Pursuant to the payment of the Option Premium, each holder
of Acreage Shares and certain other eligible holders of securities exchangeable for Acreage Shares will receive approximately US$2.63
per Subordinate Voting Share (on an as converted to Subordinate Voting Share basis), with the final amount to be received by each
holder determined based on the number of Subordinate Voting Shares into which all of the eligible securities would be converted
at the close of business on the Record Date.
As previously announced, each of Acreage and
Canopy Growth received all necessary shareholder approvals in connection with the Arrangement at their respective special shareholder
meetings held on June 19, 2019.
Following completion of the Arrangement and
upon the occurrence or waiver of the Triggering Event, Canopy Growth will exercise the Canopy Growth Call Option and, subject to
the satisfaction or waiver of the conditions to closing set out in the Arrangement Agreement, acquire (the "Acquisition")
each of the Subordinate Voting Shares (following the automatic conversion of the Class B proportionate voting shares and Class
C multiple voting shares of Acreage into Subordinate Voting Shares) in exchange for the payment of 0.5818 of a common share of
Canopy Growth (each whole common share, a "Canopy Growth Share") per Subordinate Voting Share (subject to adjustment
in accordance with the terms of the Arrangement).
The Companies believe that the Acquisition
will deliver significant benefits that will help accelerate the growth of Acreage across the United States powered by the expertise
of the world's leading cannabis company. In turn, Canopy Growth shareholders will benefit from a national turnkey platform in the
For more information about the Arrangement
and the Acquisition please see the respective information circulars of each of Canopy Growth and Acreage dated May 17, 2019, which
are available on Canopy Growth and Acreage's respective issuer profiles on SEDAR at www.sedar.com.
Canopy Growth (TSX:WEED, NYSE:CGC) is a world-leading
diversified cannabis, hemp and cannabis device company, offering distinct brands and curated cannabis varieties in dried, oil and
Softgel capsule forms, as well as medical devices through Canopy Growth's subsidiary, Storz & Bickel GMbH & Co. KG. From
product and process innovation to market execution, Canopy Growth is driven by a passion for leadership and a commitment to building
a world-class cannabis company one product, site and country at a time. Canopy Growth has operations in over a dozen countries
across five continents.
Canopy Growth's medical division, Spectrum
Therapeutics is proudly dedicated to educating healthcare practitioners, conducting robust clinical research, and furthering the
public's understanding of cannabis, and has devoted millions of dollars toward cutting edge, commercializable research and IP development.
Spectrum Therapeutics sells a range of full-spectrum products using its colour-coded classification Spectrum system as well as
single cannabinoid Dronabinol under the brand Bionorica Ethics.
Canopy Growth operates retail stores across
Canada under its award-winning Tweed and Tokyo Smoke banners. Tweed is a globally recognized cannabis brand which has built a large
and loyal following by focusing on quality products and meaningful customer relationships.
From our historic public listing on the Toronto
Stock Exchange and New York Stock Exchange to our continued international expansion, pride in advancing shareholder value through
leadership is engrained in all we do at Canopy Growth. Canopy Growth has established partnerships with leading sector names including
cannabis icons Snoop Dogg and Seth Rogen, breeding legends DNA Genetics and Green House Seeds, and Fortune 500 alcohol leader Constellation
Brands, to name but a few. Canopy Growth operates eleven licensed cannabis production sites with over 4.7 million square feet of
production capacity, including over one million square feet of GMP certified production space. For more information visit www.canopygrowth.com.
Headquartered in New York City, Acreage is
the largest vertically integrated, multi-state owner of cannabis licenses and assets in the U.S. with respect to the number of
states with cannabis related licenses, according to publicly available information. Acreage owns licenses to operate or has management
services or consulting agreements in place with license holders to assist in operations in 20 states (including pending acquisitions)
with a population of approximately 180 million Americans, and an estimated 2022 total addressable market of more than $17 billion
in legal cannabis sales, according to Arcview Market Research. Acreage is dedicated to building and scaling operations to create
a seamless, consumer-focused branded cannabis experience. Acreage's national retail store brand, The Botanist, debuted in 2018.
Forward-Looking Statement
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 the Companies 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. These forward-looking
statements include, but are not limited to, statements with respect to the implementation of the Arrangement and the timing for
its completion; the satisfaction of closing conditions to the Arrangement, including compliance by the Companies with various covenants
contained in the Arrangement Agreement; the timing and outcome of the Acquisition; the intention of Canopy Growth to waive the
Triggering Event as soon as the policies of the NYSE and/or the TSX permit completion of the Acquisition; the anticipated benefits
of the Acquisition to the Companies and their respective securityholders; and the impact of the Acquisition and anticipated growth
Risks, uncertainties and other factors involved
with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially
from those expressed or implied by such forward-looking information, including assumptions as to the ability of the parties to
receive, in a timely manner and on satisfactory terms, the necessary regulatory approvals; the ability of the parties to satisfy,
in a timely manner, the other conditions to the implementation of the Arrangement; the expected timing for payment of the Option
Premium; the occurrence or waiver of the Triggering Event; the ability of the Companies to satisfy, in a timely manner, the conditions
to closing following the occurrence or waiver of the Triggering Event; other expectations and assumptions concerning the Acquisition;
and such risks contained in the management information circulars of Canopy Growth and Acreage dated May 17, 2019, in Canopy Growth's
annual information form dated June 27, 2018 and in Acreage's annual information form dated April 24, 2019 and filed with Canadian
securities regulators available on Canopy Growth and Acreage's respective issuer profiles on SEDAR at www.sedar.com. Readers are
cautioned that the foregoing list of factors is not exhaustive.
In respect of the forward-looking statements