Ayr Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF, “Ayr” or “the Company”) and Liberty Health Sciences Inc. (CSE: LHS, OTCQX: LHSIF, “Liberty”) are pleased to announce that they have completed the previously announced arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (British Columbia), pursuant to which, among other things, Ayr has acquired all of the common shares of Liberty (the “Liberty Shares”).
Following the overwhelming support of the Liberty shareholders in a special meeting on February 23, the Supreme Court of the British Columbia approved the Arrangement yesterday, clearing the path for the closing of the transaction this morning. Under the terms of the Arrangement, Liberty shareholders will receive 0.03683 Ayr subordinate voting shares (“Ayr Shares”) for each Liberty Share held, equating to approximately 12.7 million new Ayr Shares. All outstanding convertible debentures of Liberty Health Sciences Florida Ltd. that remain outstanding shall continue to remain outstanding and convertible into Ayr Shares in accordance with their terms including as adjusted for the exchange ratio under the Arrangement.
“We are excited to welcome all Liberty stakeholders to the Ayr family, especially the over 300 members of the Liberty team. We look forward to working with you and our successful future together. To the Liberty shareholders, thank you for your overwhelming support. You are Ayr shareholders now and we take that responsibility very seriously. We are excited to get to work to bring the wellness and wonder of Ayr to Florida’s growing market,” said Jonathan Sandelman, CEO of Ayr. “Our first task is to improve output from Florida’s cultivation, because everything starts with the plant. We are confident that the combination of our best-in-class cultivation experts and the newly hired head of grow operations in Florida will bring Florida’s cultivation to the high standards Ayr has set in our other states. Beyond cultivation, we look forward to bringing to Florida the best-in-class customer and community service that are at the core of our culture.”
Ayr now has a presence in seven states, with active operations in Florida, Massachusetts, Nevada and Pennsylvania and pending acquisitions in New Jersey, Arizona, and Ohio. Ayr’s seven-state footprint covers key markets with a combined population of 73 million, 44 open dispensaries and 554,000 sq. ft. of cultivation operational today. The Company expects the Arizona and Ohio acquisitions to close before the end of the first quarter of 2021 and New Jersey to close early in the third quarter.
Following completion of the Arrangement, Ayr has beneficial ownership and control over 100% of the issued and outstanding Liberty Shares. An early warning report will be filed by Ayr with applicable Canadian securities regulatory authorities. To obtain a copy, please contact Megan Kulick as indicated below.
The head office of Ayr is located at 590 Madison Avenue, 26th Floor New York, NY 10022. The head office of Liberty is located at 18770 N CR 225, Gainesville, FL 32609.
