Bluma Wellness Inc. (the “Company” or “Bluma Wellness”) (CSE: BWEL.U) (OTCQX:BMWLF) announces that it has filed a management information circular of the Company dated as of February 12, 2021 (the “Circular”) and related meeting and proxy materials in connection with a special meeting of the shareholders of the Company (“Bluma Shareholders”) to be held virtually at https://web.lumiagm.com/294537536, beginning at 10:00 a.m. (Toronto time) on March 19, 2021 (the “Meeting”). The Meeting is being held to consider and approve, among other things, the Company’s proposed arrangement (the “Arrangement”) with Cresco Labs Inc. (“Cresco”) (CSE:CL) (OTCQX:CRLBF) to be completed by way of a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Plan of Arrangement”), pursuant to the arrangement agreement entered into between the Company and Cresco on January 13, 2021 (the “Arrangement Agreement”). The Meeting will be held in accordance with the terms of an interim order of the Supreme Court of British Columbia (the “Court”) obtained on February 11, 2021. Bluma Shareholders of record at the close of business on February 8, 2021 will be entitled to attend and vote at the Meeting.
The Circular and related meeting materials are available on the Company’s SEDAR profile at www.sedar.com and have been mailed to Bluma Shareholders of record on February 8, 2021. Holders of the Company’s restricted share units will also be sent a copy of the Circular. Bluma Shareholders are encouraged to attend and vote at the Meeting or by proxy prior to the proxy cut-off of 10:00 a.m. (Toronto time) on March 17, 2021. Details on how to attend the Meeting and how to vote are contained in the Circular. The Circular contains important information regarding the Arrangement Agreement and the Arrangement with Cresco, pursuant to which Cresco will acquire all of the issued and outstanding common shares of the Company (the “Bluma Shares”). If the Arrangement is completed, Bluma Shareholders will receive 0.0859 of a subordinate voting share of Cresco for each Bluma Share held, subject to adjustment in accordance with the terms of the Plan of Arrangement.
The completion of the Arrangement is subject to a number of conditions, including but not limited to, approval by the shareholders of the Company at the Meeting, the approval of the Court, and the receipt of all required regulatory approvals, including of the Canadian Securities Exchange, the Florida Department of Health Office of Medical Marijuana Use, and clearance under the U.S. Hart-Scott-Rodino Antitrust Improvements Act. If the Arrangement is approved by the requisite majority of Bluma Shareholders at the Meeting, the Company will apply to the Court for final approval of the Arrangement on March 25, 2021. Subject to the receipt of all required approvals and the satisfaction or waiver of all applicable conditions, the Arrangement is expected to close by the beginning of the second quarter of 2021.
