InvestorsHub Logo
Followers 135
Posts 13928
Boards Moderated 0
Alias Born 09/05/2013

Re: Thomas@yahoo post# 80242

Monday, 03/27/2023 9:26:54 AM

Monday, March 27, 2023 9:26:54 AM

Post# of 83386
IMO, that's not a very good analysis of CVSI vs CWBHF. Neither is the CVSI board's analysis of the BAT+CWBHF deal. BAT can add CWBHF shares at any time, and BAT must maintain a certain ownership percentage to keep their brand-new position on the BOD. See the "top-up rights". BAT utilized their "top-up rights" with OGI to add $6.3mil after their initial investment.
https://www.prnewswire.com/news-releases/charlottes-web-appoints-jonathan-p-atwood-to-its-board-of-directors-301772142.html
https://www.businesswire.com/news/home/20220228006194/en/BAT-Exercises-Top-Up-Rights-to-Invest-6.3-Million-Resulting-in-an-Increase-in-Equity-Position-from-18.8-to-19.5

The IRA also provides BAT with certain pre-emptive rights on the issuance of common shares of the Company and top-up rights in respect of certain issuances of common shares of the Company that are not otherwise subject to a pre-emptive rights. Subject to the provisions of the IRA, the pre-emptive rights and top-up rights provide BAT with an opportunity to maintain its percentage ownership of the Company's common shares from time-to-time as though the Debenture was converted at the applicable time.


Concurrently with entering into the Debenture, BAT and Charlotte's Web entered into an investor rights agreement (the "IRA"). The IRA provides BAT with certain rights, including the right to nominate 20% of the members of the Company's board of directors (the "Board") for so long as BAT and its affiliates' partially diluted ownership of the Company's common shares is at least 15% (with a stepdown in BAT's nomination rights to 10% of the members of the Board). BAT's nomination rights terminate upon BAT and its affiliates' partially diluted ownership of the Company's common shares declining below 10% for, subject to certain exceptions in the IRA, a 30 day period.


https://www.prnewswire.com/news-releases/charlottes-web-announces-us56-8-million-investment-from-bat-301678154.html