OutdoorPartner Media Announces Proposed Reverse Takeover By MedMen Enterprises
OUTDOORPARTNER MEDIA CORPORATION NEWS RELEASE
FOR IMMEDIATE RELEASE Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
OutdoorPartner Media Announces Proposed Reverse Takeover By MedMen Enterprises
Toronto, Canada – April 11, 2018 – OutdoorPartner Media Corporation (“OutdoorPartner” or the “Company”) is pleased to announce that it has entered into a binding letter of intent (the “Letter of Intent”) with leading Los Angeles-based cannabis company MM Enterprises USA, LLC ("MedMen Enterprises"). The Letter of Intent outlines the proposed terms and conditions pursuant to which OutdoorPartner and MedMen Enterprises will effect a business combination that will result in a reverse takeover of OutdoorPartner by the securityholders of MedMen Enterprises (the "Proposed Transaction"). The Letter of Intent was negotiated at arm’s length. With vertically integrated operations in three states, including seven licensed stores in California’s newly opened adult-use market, MedMen Enterprises is one of the most dominant players in the fast-growing cannabis industry. MedMen Enterprises recently completed construction of a 45,000- square-foot factory in Northern Nevada, and MedMen Manhattan, the first-of-a-kind marijuana store in New York is scheduled to open on Fifth Avenue on April 20, 2018. MedMen Enterprises also recently announced a joint-venture with Cronos Group Inc. to develop products and open MedMen branded stores in Canada’s potential adult-use market. Terms of the Transaction The Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect with OutdoorPartner acquiring all voting securities of MedMen Enterprises. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both OutdoorPartner and MedMen Enterprises. Completion of the Proposed Transaction is subject to a number of conditions, including completion of the MedMen Financing (defined below), completion of the OutdoorPartner Debt Conversion (defined below), all necessary shareholder and regulatory approvals, the execution of a definitive agreement and related transaction documents, and conditional approval of the Canadian Securities Exchange for the listing of the common shares of OutdoorPartner following completion of the Proposed Transaction. MedMen Enterprises currently intends to complete a brokered private placement to accredited investors of subscription receipts (the “MedMen Financing”). MedMen Enterprises has engaged Cormark Securities Inc. and Canaccord Genuity Corp., leading Canadian independent investment dealers, to act as co-bookrunners in connection with the MedMen Financing. The subscription receipts are proposed to be exchanged for post-Consolidated common shares of OutdoorPartner in connection with the Proposed Transaction. In connection with the Proposed Transaction, the Company will be required to, among other things: (i) change its name to a name requested by MedMen Enterprises and acceptable to applicable regulatory authorities; (ii) consolidate its outstanding common shares on a basis to be determined (the “Consolidation”); (iii) continue the Company into the Province of British Columbia; (iv) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of MedMen Enterprises; (v) create a new class of non-participating super voting shares that would be issued to certain securityholders of MedMen Enterprises under the Proposed Transaction; and (vi) extinguish currently existing indebtedness or convert such indebtedness into equity of OutdoorPartner (the “OutdoorPartner Debt Conversion”). Under the Proposed Transaction, following the OutdoorPartner Debt Conversion and Consolidation, existing shareholders of the Company as of immediately prior to the completion of the Proposed Transaction would hold post-Consolidated common shares of the Company (whose voting rights will be subordinated) with a value, based on the MedMen Financing price, of US$6.0 million. Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents to be filed by the Company in connection with the Proposed Transaction. It is anticipated that a shareholder meeting of the Company to approve all required matters in connection with the Proposed Transaction and closing of the Proposed Transaction will take place in the second quarter of 2018. As noted above, the Proposed Transaction is subject to a number of conditions and there can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in a management information circular or listing application of the Company to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
For more information please contact: Robert Suttie President & Chief Executive Officer OutdoorPartner Media Corporation Tel: (416) 848-6865 Email: rsuttie@marrellisupport.ca
