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Cannabis row continues:
"Aurora takeover better for CanniMed shareholders than Newstrike deal"Aurora Cannabis will be filing a dissident circular, and will be soliciting votes against the resolution of CanniMed to issue shares in connection with the proposed acquisition of Newstrike.
Aurora has analyzed all public disclosure on Newstrike and the proposed acquisition of Newstrike by CanniMed, and has concluded that the proposed transaction offers significantly inferior value to CanniMed shareholders in comparison to Aurora's own offer to acquire CanniMed. A detailed discussion of why the proposed CanniMed-Newstrike transaction would be unfavourable to CanniMed's shareholders will be provided in the Aurora dissident circular, to be filed on www.sedar.com:
- Newstrike has no revenues, no sales license and no patients, with a significant portion of its capacity unfunded. Based on that, it is hard to fathom the proposed purchase price of $273 million (before additional capital requirements).
- CanniMed is Newstrike's Last Lifeline. Newstrike's Management's Discussion & Analysis for the period ended September 30, 2017 states that, "At this time [Newstrike] does not have sufficient cash on hand to meet its current financial obligations as they come due...". CanniMed is bailing out Newstrike, paying a significant premium for this, and is asking its shareholders to approve the issuance of additional shares, representing 56.6% of the current outstanding CanniMed Shares, resulting in shareholders being diluted by approximately 34.6%.
- Newstrike will need significant capital to fund its stated expansion plans. These funds would have to be provided by the combined CanniMed-Newstrike company, likely resulting in further cash drain and/or dilution for CanniMed Shareholders.
- Newstrike's Business Model Faces Significant Challenges. Based on Aurora's operating experience, the Company expects the yield efficiencies required by Newstrike to meet its claimed production targets to be highly challenging for a company with no operational track record and Aurora therefore anticipates further dilution for CanniMed shareholders will be required to fund Newstrike's ongoing operations.
- Unrealistic Perception of Newstrike's Brand Value. Newstrike has no operational or execution track record, and has never sold a gram of product. It is ridiculous for CanniMed management to claim that Newstrike has a "premier recreational brand".
- CanniMed management has provided no clarity of what the "near-term opportunities for significant synergies" or "significant financial returns" of their proposed transaction could be. CanniMed shareholders have every right to expect that details of these supposed benefits would be available – if, as claimed by CanniMed management, negotiations with Newstrike have been ongoing for five months.
- Newstrike has no operations outside of Ontario, nor does it have any future international growth plans. CanniMed shareholders should wonder how paying a 26% premium to acquire Newstrike makes them the owner of a "premier global cannabis company".
- Aurora has appointed PI Financial as its financial advisor specifically to assist in the assessment of the proposed CanniMed-Newstrike transaction.
"We reviewed all disclosed and public information on Newstrike and on CanniMed management's proposed acquisition, and in our opinion it's a terrible deal for CanniMed shareholders," said Terry Booth, CEO of Aurora. "It doesn't take a genius to see that a company with no revenues, no sales license, no patients, no intellectual property of significant value, no track record, and not enough funds to continue operating and funding its own expansion, should not be worth giving 35% of CanniMed away to Newstrike shareholders. We therefore ask CanniMed shareholders to vote against the issuance proposal, and accept our offer, which not only pays a very significant premium, but also offers the opportunity to continue participating in the growth of the cannabis industry as part of Aurora, the most dynamic company in the sector."
For more information:
P.O. Box 209
Cremona, AB. T0M0R0
Publication date: 12/21/2017
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