LEADING INDEPENDENT PROXY ADVISORS ISS AND GLASS LEWIS SUPPORT ARRANGEMENT AGREEMENT BETWEEN HEXO AND ZENABIS, RECOMMEND ZENABIS SHAREHOLDERS VOTE FOR HEXO TRANSACTION
- Leading proxy advisors Institutional Shareholders Services and Glass Lewis recommend Zenabis shareholders vote FOR the Arrangement Resolution and the HEXO Debenture Conversion Resolution at the upcoming Special Meeting of Shareholders
- Zenabis shareholders are reminded to vote by no later than May 11, 2021 at 10:00 a.m. (Vancouver time)
- Zenabis shareholders who require assistance with voting can contact Kingsdale Advisors at 1-866-581-0512 (toll-free)
Vancouver, British Columbia, May 7, 2021 – Zenabis Global Inc. (“Zenabis”) (TSX: ZENA) is pleased to announce that the leading independent proxy advisors, Institutional Shareholder Services (“ISS“) and Glass, Lewis & Co. (“Glass Lewis“), have recommended that shareholders of Zenabis (“Shareholders“) vote FOR a special resolution approving the Arrangement (the “Arrangement“) between Zenabis and HEXO Corp. (TSX: HEXO; NYSE: HEXO) (“HEXO”), and FOR the HEXO Debenture Conversion Resolution, in advance of the upcoming Special Meeting of Shareholders to be held on May 13, 2021.
In reaching its recommendation, ISS noted that: “The Arrangement makes strategic sense… allowing [Zenabis] shareholders to continue participating in the upside potential represented by the Canadian cannabis market through an entity with enhanced operating leverage and scale.” In supporting the HEXO Debenture Conversion Resolution, ISS further highlighted that the resolution would “provide enhanced flexibility to the company in managing its capital structure and finances.”
Separately, Glass Lewis commented that there is “a sound rationale” for the Arrangement, “including fairly clear scale and synergy benefits and a stronger balance sheet relative to Zenabis on a stand-alone basis, all of which we expect to offer greater upside potential than maintenance of the status quo”. In its support for the HEXO Debenture Conversion, GL affirmed that the resolution “is ultimately consistent with Zenabis’ established effort to improve its balance sheet positioning”.
As independent proxy advisory firms, ISS and Glass Lewis provide voting recommendations to some of the world’s largest institutional investors.
In welcoming ISS and Glass Lewis’ favourable recommendations, Shai Altman, President and CEO of Zenabis, commented: “We are pleased that ISS and Glass Lewis have recommended in favour of all resolutions at our upcoming special meeting of shareholders. We unanimously recommend that our shareholders support this transaction with HEXO by voting FOR both resolutions at the upcoming special meeting.”
Under the previously announced Arrangement, HEXO will acquire, by way of court-approved plan of arrangement under the Business Corporations Act (British Columbia), all of Zenabis’ issued and outstanding common shares in an all-share transaction (the “Transaction”). Under the terms of the Arrangement Agreement, Zenabis shareholders will receive 0.01772 of a HEXO common share in exchange for each Zenabis common share held (the “Exchange Ratio”). The benefits of the transaction to Zenabis shareholders include:
- Ownership in a Larger, Stronger Company Focused on Cannabis Production: The size of the combined HEXO and Zenabis organization is expected to allow it to leverage increased economies of scale to better compete in an increasingly competitive cannabis-production industry. Based on HEXO’s and Zenabis’ most recent interim quarterly financial statements and results, and those of the other top licensed producers in Canada, the combined organization would be a top three licensed producer in terms of combined Canadian recreational cannabis sales.
- Accretive synergies: HEXO estimates that the combined entity may realize annual synergies of approximately $20 million within one year of close, through cost of goods reductions, additional capacity utilization in HEXO’s Belleville Centre of Excellence and selling, general and administrative savings, which, if realized, should allow HEXO to continue its path towards positive earnings.
- Premium to Zenabis Shareholders. The Exchange Ratio valued Zenabis Shares at approximately $0.167 per HEXO Share, representing a premium of 16.32% based on the 20-day VWAP of the Company Shares on the TSX and HEXO Shares on the TSX as of February 15, 2021, the day immediately preceding the announcement of the Transaction.
HOW TO VOTE
Zenabis shareholders are reminded that the deadline to vote by proxy is fast approaching. Shareholders must submit their votes by no later than 10:00 a.m. (Vancouver time) on May 11, 2021. Your vote is important, regardless of how many shares you own.
Zenabis’ board of directors has unanimously determined that the Transaction is in the best interests of Zenabis and its security holders. The board of directors unanimously recommends that Zenabis’ shareholders vote in favour of the Transaction. Voting is simple, and can be done via the methods below:
Registered shareholders can vote their shares by proxy over the internet, by entering the 15-digit control number printed on the form of proxy at www.investorvote.com. Attentively, registered shareholders can vote by phone, by entering the 15-digit control number printed on the form of proxy at 1-866-732-8683 (toll-free in North America) or 312-588-4290 (outside North America).
Beneficial shareholders who hold their shares through a broker or other intermediary, should follow the instructions on the voting instruction form provided to them by their broker or other intermediary in order to vote. Each intermediary may have a different voting process.
If you have any questions or if you require assistance with voting, please contact Zenabis’ strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-581-0512 (toll-free) or 1-416-867-2272 (collect) or by email at firstname.lastname@example.org.
Zenabis is a significant Canadian licensed cultivator of medical and recreational cannabis. Zenabis employs staff coast-to-coast, across facilities in Atholville, New Brunswick; Langley, British Columbia; and Stellarton, Nova Scotia. Zenabis currently has 111,200 kg of licensed cannabis cultivation space across three licensed facilities in Canada, together with its cannabis import, export and processing joint venture, ZenPharm, operating from Birżebbuġa, Malta.
For more information, visit: https://www.zenabis.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains certain “forward-looking statements” and “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements or forward-looking information involve risks, uncertainties and other factors that could cause actual results, performances, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward- looking statements or forward-looking information can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “project,” “estimate,” “expect,” “believe”, “future,” “likely,” “may,” “should,” “could”, “will” and similar references to future periods. All statements other than statements of historical fact included in this release are forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements or information. Important risks and factors that could cause actual results or events to differ materially from Zenabis’ plans and expectations include the satisfaction of the closing conditions to the Arrangement, marketing activities, adverse general economic, market or business conditions, regulatory changes, risks relating to the COVID-19 pandemic, governmental responses thereto, measures taken by the Company in respect thereto and the impact thereof on the global economy, capital markets, the cannabis industry and the Company, and other risks and factors detailed herein and from time to time in the filings made by Zenabis with securities regulators and stock exchanges. Any forward-looking statement or information only speaks as of the date on which it was made and, except as may be required by applicable securities laws, Zenabis disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Although Zenabis believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance or events, and accordingly, investors should not rely on such statements.