ISS and Glass Lewis recommend MedReleaf shareholders vote FOR arrangement with Aurora Cannabis

Friday, July 6, 2018 Drug News
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TSX:LEAF

MARKHAM, ON, July 6, 2018 /CNW/ - MedReleaf Corp. (TSX:LEAF) ("MedReleaf" or the "Company") is pleased to

announce that Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis & Co. ("GlassLewis"), two leading independent proxy advisory firms, have both recommended that MedReleaf shareholders vote FOR the previously announced arrangement (the
"Arrangement") between MedReleaf and Aurora Cannabis Inc. ("Aurora"), whereby Aurora intends to acquire all of the issued and outstanding common shares of MedReleaf (the "Transaction").

In their assessment of the Arrangement, both ISS and Glass Lewis cite the sound strategic merit for the Transaction providing significantly increased scale, production capacity and expanded product development capabilities in anticipation of legalized adult use cannabis consumption in Canada, the offer premium and the transaction process supervised by the special committee formed by the Board of Directors as factors in supporting their FOR recommendation.

MedReleaf will be seeking shareholder approval for the Arrangement under the Business Corporations Act (Ontario) (the "Arrangement Resolution"). The special meeting of MedReleaf shareholders to consider the Arrangement Resolution will be held on Wednesday, July 18, 2018 at 1:00 p.m. (Toronto time) at the offices of Stikeman Elliot LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario. MedReleaf shareholders of record as of the close of business on June 14, 2018 are eligible to vote at the special meeting.

The Board of Directors of MedReleaf has unanimously recommended that MedReleaf shareholders vote FOR the Arrangement Resolution. Certain directors and officers of the Company have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the Arrangement. In addition, holders of approximately 56% of the Company's issued and outstanding common shares have entered into irrevocable hard lock-ups to vote their shares in favour of the Arrangement.

Under the terms of the Arrangement, MedReleaf shareholders will be entitled to receive 3.575 common shares of Aurora (the "Share Consideration") and $0.000001 in cash (the "Cash Consideration") in exchange for each MedReleaf common share held. Certain shareholders will also be entitled to elect to receive only the Share Consideration (and not to receive the Cash Consideration).

A Management Information Circular has been mailed to the shareholders of MedReleaf, and is also be available under the profile of MedReleaf on SEDAR at www.sedar.com.

YOUR VOTE IS IMPORTANT ? PLEASE VOTE TODAY. Your vote is important regardless of the number of shares you own. MedReleaf shareholders are encouraged to read the Circular in detail.

Shareholders who have questions regarding the Arrangement or who require assistance with voting may contact D.F. King, our proxy solicitation agent, by telephone toll free at 1-866-521-4425 (1-212-771-1133 by collect call) or by email at inquiries@dfking.com.

About MedReleaf (TSX.LEAF)

Canada's most awarded licensed producer, MedReleaf is an R&D-driven company dedicated to innovation, operational excellence and the production of industry leading, top-quality cannabis. Sourced from around the world and carefully cultivated in one of two state-of-the-art ICH-GMP and ISO 9001 certified facilities in Ontario, with a third facility currently in development, a full range of premium MedReleaf products are delivered to the global medical market. We serve the therapeutic needs of patients seeking safe, consistent and effective medical cannabis and provide a compelling product offering for the adult-use recreational market.

For more information on MedReleaf, its products, research and how the company is helping patients #livefree, please visit MedReleaf.com or follow @medreleaf.

Forward looking statements

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. There can be no assurance that the Transaction will be completed. Forward looking statements are based on certain assumptions. While MedReleaf considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally, income tax and regulatory matters; the ability of MedReleaf to implement its business strategies; competition; currency and interest rate fluctuations and other risks.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. MedReleaf disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in MedReleaf's public filings, which are, or will be, available on SEDAR.

SOURCE MedReleaf Corp.



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