HEXO Corp to acquire Newstrike Brands Ltd.
With this acquisition, HEXO will add 470,000 sq. ft. in production space when completed, additional public and private retail channels, and a branding relationship with members of The Tragically Hip
HEXO Corp ("HEXO") (TSX: HEXO; NYSE-A: HEXO) and Newstrike Brands Ltd. ("Newstrike") (TSX-V: HIP) are pleased to announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") under which HEXO will acquire, by way of a plan of arrangement under the Business Corporations Act (Ontario), all of Newstrike’s issued and outstanding common shares in an all-share transaction valued at approximately $263 million (the "Transaction").
Under the terms of the Arrangement Agreement, Newstrike shareholders will receive 0.06332 of a HEXO common share in exchange for each Newstrike common share held.
The Transaction has been unanimously approved by the board of directors of each of HEXO and Newstrike, and Newstrike’s board of directors recommends that its shareholders vote in favour of the Transaction.
Transaction Highlights
Capacity boost with state-of-the-art cultivation infrastructure: The Transaction gives HEXO the capacity to produce approximately 150,000 kg of high-quality cannabis annually. The Transaction also provides HEXO access to four cutting-edge production campuses totalling close to 1.8 million sq. ft. of near-term cultivation space and diversified growing and production techniques. This is in addition to HEXO’s 579,000 sq. ft. facility for a manufacturing and product development centre of excellence in Belleville, Ontario.
Diversified domestic market penetration: Combined, HEXO and Newstrike have established distribution agreements in 8 provinces including Ontario, Quebec, British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, and Prince Edward Island, allowing broad consumer access to HEXO’s products across Canada.
Premium indoor facility: Newstrike’s licensed indoor facility provide HEXO with access to diversified growing techniques and positions HEXO for flexibility for international exports as global cannabis markets continue to open.
Accretive synergies: The combined entity is estimated to realize annual synergies of $10 million, allowing HEXO to operate more efficiently with a commitment to continued excellence.
“We're thrilled to welcome the Newstrike team into the HEXO family. Jay Wilgar (CEO of Newstrike) and his team have built incredible relationships, including teaming up with The Tragically Hip, and they share HEXO’s vision of bringing exceptional branded cannabis experiences to adults everywhere,” said Sebastien St-Louis, CEO and co-founder of HEXO Corp “With Newstrike, we're adding talented employees and infrastructure to take HEXO to the next level on our journey to become one of the largest cannabis companies in the world. We're extremely proud of our record of execution, and today are committing to achieving over $400 million in net revenue in 2020.”
“This is the most compelling combination we see in the Canadian cannabis sector. Our strength in Ontario and English Canada clearly complements HEXO’s strong position in Quebec and creates an industry leader. The combination will deliver meaningful synergies, a stronger financial position with increased flexibility, and will position the combined company to meet growing consumer demand on a national basis. I believe this transaction is beneficial to our shareholders, customers, and employees. We look forward to working closely with the leadership team to complete this transaction," added Jay Wilgar, CEO of Newstrike.
Additional Transaction Details
The Transaction will require approval by (i) at least 66 2/3% of the votes cast by the shareholders of Newstrike; and (ii) a simple majority of the votes cast by disinterested shareholders of Newstrike, present at a special meeting of Newstrike shareholders. HEXO has entered into irrevocable hard voting support agreements with each of Newstrike’s directors and officers, along with certain other shareholders of Newstrike, representing in aggregate approximately 25% of Newstrike's issued and outstanding common shares.
The Arrangement Agreement includes customary provisions including non-solicitation provisions, subject to the right of Newstrike to accept a superior proposal in certain circumstances, with HEXO having a five business day right to match any such superior proposal for Newstrike. The Arrangement Agreement also provides for a termination fee of $7.5 million payable by Newstrike to HEXO if the Transaction is terminated in certain specified circumstances, as well as a reciprocal $1 million expense reimbursement fee to either party if the Transaction is terminated in certain other specified circumstances.
In addition to Newstrike shareholder approvals, the Transaction is subject to the receipt of certain regulatory court and stock exchange approvals and the satisfaction of other conditions customary in transactions of this nature.
Upon completion of the Transaction, existing HEXO and Newstrike shareholders would own approximately 86% and 14% of the pro forma company, respectively, on a fully diluted basis.
Further information regarding the Transaction will be included in the information circular that Newstrike will prepare, file, and mail in due course to its shareholders in connection with its special meeting to be held to consider the Transaction. The Arrangement Agreement will be filed on the SEDAR profiles of Newstrike and HEXO on the SEDAR website at www.sedar.com.
None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued in the Arrangement are anticipated to be issued in reliance upon the exemption from such registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Recommendation of Newstrike’s Board
Newstrike’s board of directors has unanimously determined, after receiving the unanimous recommendation of a special committee formed for purposes of the Transaction, and financial and legal advice, that the Transaction is in the best interests of Newstrike and its security holders, and the board of directors unanimously recommends that Newstrike’s shareholders vote in favour of the Transaction.
The board of directors of Newstrike has obtained a fairness opinion from RBC Capital Markets that, as of the date of the opinion, and subject to the assumptions, limitations, and qualifications on which such opinion is based, the consideration to be received pursuant to the Transaction is fair, from a financial point of view, to the Newstrike shareholders.
Advisors and Counsel
RBC Capital Markets is acting as the exclusive financial advisor to Newstrike. Stikeman Elliott LLP is acting as legal counsel to Newstrike. Osler, Hoskin & Harcourt LLP is acting as legal counsel to special committee of the board of directors of Newstrike.
Norton Rose Fulbright Canada LLP is acting as legal counsel to HEXO.
HEXO Financial Outlook
Based on the completion of the Transaction, for fiscal 2020, HEXO estimates net and gross revenues from the sale of cannabis in Canada will be in excess of $400 million and $479 million respectively.
This estimate is based on management’s current views, strategies, expectations, assumptions and forecasts, and has been calculated using accounting policies that are generally consistent with our current accounting policies. The estimate is derived from the expected net revenues from the sale of cannabis and cannabis products in the Canadian market alone. In addition, the estimate excludes the activity of current and future joint ventures, including HEXO’s Truss joint venture, as well as any merger and acquisition activity other than the Transaction.
This estimate is considered a financial outlook under applicable securities laws. The estimate and any other financial outlooks or future-oriented financial information included herein has been approved by management of HEXO as of the date hereof. Such financial outlooks or future-oriented financial information are provided for the purpose of presenting information about management's current expectations and goals relating to the future business of HEXO. Readers are cautioned that actual results may vary materially as a result of a number of risks, uncertainties and other factors, many of which are beyond HEXO’s control. See “Cautionary Note Regarding Forward-Looking Statements”.
About HEXO
HEXO Corp is an award-winning consumer packaged goods cannabis company that creates and distributes prize-winning products to serve the global cannabis market. Through its hub and spoke business strategy, HEXO Corp is partnering with Fortune 500 companies, bringing its brand value, cannabinoid isolation technology, licensed infrastructure and regulatory expertise to established companies, leveraging their distribution networks and capacity. As one of the largest licensed cannabis companies in Canada, HEXO Corp operates with 1.8 million sq. ft of facilities in Ontario and Quebec and a foothold in Greece to establish a Eurozone processing, production and distribution centre. The Company serves the Canadian adult-use and medical markets. For more information please visit hexocorp.com.
About Newstrike
Newstrike is the parent company of Up Cannabis Inc., a licensed producer of cannabis that is licensed to both cultivate and sell cannabis in all acceptable forms. Newstrike, through Up Cannabis and together with select strategic partners, including Canada’s iconic musicians The Tragically Hip, is developing a diverse network of high quality cannabis brands.
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