Canopy Growth Corporation (“Canopy”) (TSX: WEED) (NASDAQ: CGC) and The Supreme Cannabis Company, Inc. (“Supreme”) (TSX: FIRE) (OTCQX: SPRWF) (FRA: 53S1) are pleased to announce the completion of the previously announced arrangement (the “Arrangement”) whereby Canopy has acquired all of the issued and outstanding common shares of Supreme (the “Supreme Shares”).
As Canopy continues to focus on the premium flower segment, the addition of 7ACRES and the 7ACRES Craft Collective enhances Canopy’s leading market share position and supplements its production capacity through the acquisition of Supreme’s low-cost, scalable cultivation facility in Kincardine, Ontario. This facility has a proven capability for producing high-quality flower from sought-after strains that have earned Supreme’s brands their loyal consumer followings. Additionally, the acquisition of Supreme further strengthens Canopy’s overall leadership position within the Canadian recreational market and creates a pro forma Q4 FY 2021 market share of 18.1%1. Furthermore, the acquisition creates the opportunity for immediate value creation with an estimated $30 million in synergies to be captured within the next two years.
“Through the addition of Supreme, we’re strengthening our leadership position by offering Canadian consumers a differentiated brand portfolio – including the addition of 7ACRES, which further bolsters our premium product segment,” said David Klein, Chief Executive Officer of Canopy. “Supreme has demonstrated the ability to cultivate premium quality flower at low cost and we’re excited to leverage these capabilities to further our leadership in the Canadian market as we scale these newly added brands and accelerate revenue growth.”
“We believe the acquisition of Supreme by Canopy represents the best path forward for Supreme’s shareholders to generate long-term value,” said Beena Goldenberg, Chief Executive Officer of Supreme. “We are proud to have built an attractive company with high-quality, sought-after premium products and brands. We feel joining with Canopy – a leader in the Canadian recreational market – is aligned with our ultimate goal of becoming a premier cannabis CPG company.”
As a result of the Arrangement, Supreme has become a wholly-owned subsidiary of Canopy and the Supreme Shares are anticipated to be de-listed from the Toronto Stock Exchange on or about June 23, 2021.
Pursuant to the Arrangement, Canopy has acquired 100% of the issued and outstanding Supreme Shares. Supreme shareholders are entitled to receive 0.01165872 of a common share of Canopy (each whole share, a “Canopy Share”) and $0.0001 in cash in exchange for each Supreme Share held immediately prior to closing of the Arrangement. In aggregate, Canopy issued approximately 9,013,400 Canopy Shares and made a cash payment of approximately $84,096.89 pursuant to the Arrangement to former Supreme shareholders as consideration for their Supreme Shares.
In order to receive Canopy Shares and the cash consideration in exchange for Supreme Shares, registered shareholders of Supreme must complete, sign, date and return the letter of transmittal that was mailed to each Supreme shareholder prior to closing. The letter of transmittal is also available under Supreme’s profile on SEDAR at www.sedar.com. For those shareholders of Supreme whose Supreme Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, they should contact such nominee for assistance in depositing their Supreme Shares and should follow the instructions of such intermediary or nominee.
Full details of the Arrangement are set out in the management information circular of Supreme dated May 11, 2021 (the “Circular”), a copy of which can be found under Supreme’s profile on SEDAR at www.sedar.com. A copy of the early warning report of Canopy in connection with the acquisition of the Supreme Shares will be filed under Supreme’s profile on SEDAR and can be obtained by contacting Canopy at the number shown below.
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| 1 Based on Canopy’s internal market share data. |
Warrants and Debentures
Warrants to purchase Supreme Shares and debentures convertible into Supreme Shares, other than those exercised or converted prior to June 22, 2021 (the “Effective Time”), will continue to remain outstanding as securities of Supreme, which, upon exercise or conversion, as applicable, will entitle the holder thereof to receive, in lieu of the number of Supreme Shares to which such holder was theretofore entitled, the consideration payable under the Arrangement that such holder would have been entitled to be issued and receive if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Supreme Shares to which such holder was theretofore entitled. All other terms governing the securities will be the same as the terms that were in effect immediately prior to the Effective Time, and shall be governed by the terms of the applicable indenture or certificate.
Prior to the completion of the Arrangement, Supreme had two outstanding classes of warrants to purchase Supreme Shares and one outstanding class of debentures convertible into Supreme Shares listed on the TSX under the trading symbols ‘FIRE.WT’, ‘FIRE.WS’ and ‘FIRE.DB’, respectively (the “Listed Supreme Convertible Securities”). The Listed Supreme Convertible Securities will continue trading on the TSX, but will commence trading under the symbols ‘WEED.WT’, ‘WEED.WT.A’ and ‘WEED.DB’, respectively, expected to take place as of June 24, 2021. Canopy has entered into supplemental indentures in respect of the Listed Supreme Convertible Securities, copies of which will be available on Supreme’s and Canopy’s respective profiles on SEDAR at www.sedar.com.
Advisors and Counsel
Cassels Brock & Blackwell LLP acted as strategic and legal advisor to Canopy.
BMO Capital Markets acted as financial advisor to Supreme. Hyperion Capital Inc. provided an independent fairness opinion to the board of directors of Supreme. Borden Ladner Gervais LLP acted as legal counsel to Supreme. Kingsdale Advisors acted as strategic shareholder advisor and proxy solicitation agent to Supreme.
