Zenabis Obtains Final Order Approving Plan of Arrangement with HEXO
VANCOUVER, May 18, 2021 (GLOBE NEWSWIRE) — Zenabis Global Inc. (“Zenabis“) (TSX: ZENA) today announced that it has obtained a final court order from the Supreme Court of British Columbia approving the previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which HEXO Corp. (“HEXO“) (TSX: HEXO; NYSE-A: HEXO) will acquire all of Zenabis’ issued and outstanding common shares (“Zenabis Shares“) by way of plan of arrangement (the “Arrangement“). Receipt of the final order follows the special meeting of shareholders of Zenabis held on May 13, 2021 (the “Meeting“), at which, as previously disclosed, shareholders overwhelmingly approved the Arrangement by way of special resolution.
Pursuant to the Arrangement, holders of Zenabis Shares will receive 0.01772 shares of HEXO for each Zenabis Share held. Closing of the Arrangement remains subject to the satisfaction (or waiver) of other customary closing conditions, including final approval by the Toronto Stock Exchange (the “TSX“). Subject to satisfaction of these closing conditions, it is anticipated that the Arrangement will be completed on or around June 1, 2021.
Further information about the Arrangement is set forth in the materials prepared by Zenabis in respect of the Meeting (the “Materials“), which were mailed to Zenabis shareholders and filed under Zenabis’ profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
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.
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Zenabis to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements in this news release include, but are not limited to: statements with respect to the completion of the Arrangement and the timing for its completion; the satisfaction of closing conditions which include, without limitation (i) certain termination rights available to the parties under the Arrangement Agreement, (ii) Zenabis receiving approval for the delisting of its shares on the TSX, and (iii) other closing conditions, including compliance by HEXO and Zenabis with various covenants contained in the Arrangement Agreement. Often, but not always, forward-looking statements 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. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.
There can be no assurance that the Arrangement will be consummated, or that it will be consummated on the terms and conditions contemplated in the Materials. The Arrangement could be modified, restructured or terminated. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date.
For more information on the risk, uncertainties and assumptions that could cause anticipated opportunities and actual results to differ materially, please refer to the public filings of Zenabis which are available on SEDAR at www.sedar.com, including the “Risk Factors” section in Zenabis’ Annual Information Form dated March 31, 2021 and the most recent management’s discussion and analysis filed by Zenabis.
Zenabis does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.
The TSX does not accept responsibility for the adequacy or accuracy of this release.