Bevo Agro Announces Receipt of Shareholder Approval of Reverse Take-Over and Final Court Approval of Plan of Arrangement
Vancouver, British Columbia – December 31, 2018 – Bevo Agro Inc. (TSXV: BVO) is pleased to announce that, further to its press release dated October 4, 2018, it has received the requisite shareholder approval of the previously announced proposed reverse take-over (the “Reverse Take-over”) of Bevo by Sun Pharm Investments Ltd. (“Sun Pharm”) and spin out of Bevo’s interest in CubicFarm Systems Corp. (“Cubic”) to the shareholders of Bevo by way of a plan of arrangement (the “Plan of Arrangement”). Such approval was obtained at the annual and special meeting of Bevo shareholders held on December 27, 2018 (the “Meeting”), where Bevo shareholders that casted votes at the Meeting voted 100% in favour of the Reverse Take-Over and 100% in favour of the Plan of Arrangement.
In addition, the requisite final court order from the Supreme Court of British Columbia has been obtained in respect of the Plan of Arrangement. Bevo and Sun Pharm expect that the Reverse Take-Over and the Plan of Arrangement will close and become effective during the first half of January 2019, subject to the satisfaction of customary closing conditions. As disclosed, Bevo has received conditional approval from the TSX Venture Exchange (“TSX-V”) for completion of the Reverse Take-over.
As previously announced, Cubic has applied to list its common shares on the TSX-V (subject to TSX-V approval).
Pursuant to the Plan of Arrangement, Bevo shareholders as of the effective date will be entitled to receive, in exchange of the current Bevo common shares they hold, their pro rata percentage of the common shares of Cubic currently held by Bevo, which is expected to be approximately one common share of Cubic for each Bevo share held, plus one share of a new class of common shares for each Bevo share held. For those Bevo shareholders who made a valid election to receive preferred shares prior to the deadline (of 1:00 pm (Vancouver time) on December 21, 2018) and have not withdrawn that election, they will receive preferred shares in lieu of new common shares. In order to receive the common shares of Cubic, along with the other consideration contemplated in the Plan of Arrangement, to which they are entitled, registered Bevo shareholders must complete, sign, date and return the letter of transmittal enclosed with the circular dated November 23, 2018 that was sent to Bevo shareholders with respect to Meeting in accordance with the instructions included therein, together with the certificates representing such Bevo shareholder’s common shares of Bevo and any other required documents, to the depositary, Computershare Investor Services Inc. Please refer to the letter of transmittal and the circular for additional information. Additional copies of the circular and the letter of transmittal may be obtained from the Computershare Investor Services Inc. at its office at Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Bevo, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the completion of the Reverse Take-Over and Plan of Arrangement. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Bevo’ control. These risks, uncertainties and assumptions include, but are not limited to, those described Bevo’s Management’s Discussion & Analysis for the fiscal year ended June 30, 2018, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Bevo does not intend, nor does Bevo undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws..
About Bevo Agro
Bevo Agro is North America’s leading supplier of propagated agricultural plants, operating approximately 53 acres of state-of-the-art greenhouse facilities on 98 acres of land in Langley, BC and 20 acres of land in Pitt Meadows, BC. The Company’s main products have been the propagation of vegetable plants such as tomatoes, peppers, cucumbers, and other plants such as bedding plants, flowers and grasses. The Company markets its products to established greenhouse growers, nurseries and retail outlets throughout North America.
About Sun Pharm
Sun Pharm is currently a leader in agriculture, technology, pharmaceutical sales, consumer packaged goods, international distribution and brand marketing, with cannabis and cannabis-related purchase orders from the provinces of New Brunswick, British Columbia, Nova Scotia, and Yukon Territory. Sun Pharm is currently a privately-held cannabis company which has one of the largest, federally licensed indoor medical cultivation footprints in Canada, operating two licensed production facilities in British Columbia and New Brunswick, with a third expect to be coming online shortly in Nova Scotia. Sun Pharm is currently working towards globally recognized EU GMP certifications. Sun Pharm has one of the most experienced management teams in the industry, with expertise in retail consumer packaged goods, global pharmaceutical sales and manufacturing, quality assurance, and commercialized cultivation. The growing team has more than two decades of experience in organic cultivation and distribution of herbs and nutraceutical products throughout the Americas, North Africa, and the Middle East. Sun Pharm’s sales team has more than two decades in product development, commercialization, and retail and pharmaceutical sales including international distribution.
Chief Financial Officer, Bevo Agro Inc.
Investor Relations, Sun Pharm Investments Ltd.