Organigram Announces Mailing of Management Information Circular in Connection with Annual General and Special Meeting
29 Dezembro 2023 - 8:00AM
Business Wire
Special Meeting to Approve $124.6 Million
Investment from BAT at $3.2203/share and Creation of “Jupiter”
Strategic Investment Pool
Organigram Holdings Inc. (NASDAQ: OGI) (TSX: OGI), (the
“Company” or “Organigram”), a leading licensed
producer of cannabis, announced today that it has mailed and filed
a management information circular (the “Circular”) and
related materials (the “Meeting Materials”) for its annual
and special meeting (the “Meeting”) of the holders of its
common shares (the “Shareholders”) to be held on January 18,
2024. In addition to routine annual business to be conducted
(including the election of directors and the appointment of an
auditor), Shareholders at the Meeting will be asked to approve the
previously announced proposed C$124.6 million follow-on strategic
equity investment in the Company (the “Investment”) from BT
DE Investments Inc. (the “Investor”), a wholly owned
subsidiary of British American Tobacco plc (“BAT”). The
Investment is to be completed in three tranches, each subject to
the satisfaction of certain closing conditions, which include
(among other things), clearance under the Competition Act
(satisfied on November 23, 2023), applicable stock exchange
approval (TSX conditional approval of the Investment received on
December 19, 2023), and the requisite approval of the Shareholders
at the Meeting.
Information about the Meeting
The Meeting will be held in a virtual-only format via live audio
webcast at https://virtual-meetings.tsxtrust.com/en/1576 on
Thursday, January 18, 2024 at 10:00 a.m. (Toronto Time).
Instructions as to how to attend the Meeting and to vote are set
out in the Meeting Materials mailed to Shareholders.
Reasons to Support the Investment
In making its recommendation that Shareholders vote to approve
the Investment, the board of directors of the Company (the
“Board”) carefully considered a number of factors, including
the factors summarized below (which are set out in full in and
qualified in their entirety by reference to the Circular):
- Provides Substantial Financial Capital to Invest in Growth
Opportunities through the Jupiter Pool. If the Investment
closes, the aggregate subscription price payable by the Investor to
the Company over the course of three tranches will be approximately
C$124.6 million. The majority of the Investment will be used by
Organigram to create the “Jupiter Pool”, a strategic investment
pool which will target investments in emerging opportunities.
- Builds on the Foundations of the Product Development
Collaboration. In March 2021, Organigram and the Investor
entered into a Product Development Collaboration Agreement, which
was established to leverage the expertise of both companies to
develop the next generation of non-combustible cannabis products.
The Investor’s increased support of Organigram will accelerate the
parties’ focus on innovative cannabis science and R&D outside
of combustibles, with developments including a suite of emulsions,
novel vapour formulations, flavour innovations, and packaging
solutions.
- Offers Capitalization Today at a Premium to the Common Share
Trading Price, allowing the Company to avoid Future Dilution.
The Investor is acquiring the Shares at a price of C$3.2203 per
share, which represented a premium to the closing price of the
Company’s Common Shares on November 3, 2023 (being the last trading
day prior to announcement of the Investment).
- Expands Partnership with BAT, a Global Leading
Multi-Category Consumer Goods Business. While the Investor
currently holds an 18.8% equity stake in the Company, the
Investment would result in the Investor holding a significantly
larger voting interest of 30.0% and an approximate 45.0% overall
equity interest.
- Shareholder Approval. The Investment will not be
completed unless the Investment is approved by Shareholders,
including the approval by not less than a majority of the votes
cast at the Meeting by the disinterested shareholders in accordance
with Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions and the TSX Company
Manual.
- BAT’s Certainty to Provide Financing. Relative to other
capital raising alternatives, in either debt or future equity
markets, the Board is confident in the Investor’s ability to
finance and close the Investment.
- Likelihood of Closing. The obligation of the Investor to
complete the Investment is subject to a limited number of closing
conditions (and the Competition Act Closing Condition (as defined
and described in the Circular) has already been satisfied) and is
not subject to any financing condition.
- The Investor’s Covenants in Favour of Organigram. For a
period of two years following the date of the Amended &
Restated IRA (as defined in the Circular) to be entered into by the
Company and the Investor upon the closing of the first tranche, the
Investor will not, without the consent of the Company, subject to
certain exceptions, directly or indirectly, or jointly or in
concert with any other person: acquire any additional securities of
the Company or its subsidiaries, enter into any acquisition of or
business combination involving the Company or its subsidiaries,
solicit proxies from the Shareholders or otherwise attempt to
influence the conduct of the Shareholders, make any public
announcement or take any action with respect to the foregoing, or
advise, assist or encourage any other person to do, or take any
action inconsistent with, any of the foregoing. Further, for one
year following the date of the Amended & Restated IRA, the
Investor will not transfer its shares of the Company, subject to
certain exceptions. These covenants in favour of the Company are
intended to provide market stability and preserve the value of the
shares.
Shareholder Questions and Voting Assistance
Shareholders who have questions or need assistance with voting
their shares should contact the Company’s Director of Investor
Relations, by telephone at (416) 706-3945 or by email at
investors@organigram.ca.
About Organigram Holdings Inc.
Organigram Holdings Inc. is a NASDAQ Global Select Market and
TSX listed company whose wholly owned subsidiaries include
Organigram Inc. a licensed producer of cannabis, cannabis-derived
products and cannabis infused edibles in Canada.
Organigram is focused on producing high-quality cannabis for
patients and adult recreational consumers, as well as developing
international business partnerships to extend the Company's global
footprint. Organigram has also developed and acquired a portfolio
of legal adult-use recreational cannabis brands, including Edison,
Holy Mountain, Big Bag O’ Buds, SHRED, SHRED’ems, Monjour,
Laurentian, Tremblant Cannabis and Trailblazer. Organigram operates
facilities in Moncton, New Brunswick and Lac-Supérieur, Quebec,
with a dedicated edibles manufacturing facility in Winnipeg,
Manitoba. The Company is regulated by the Cannabis Act and the
Cannabis Regulations (Canada).
Forward-Looking Information
This news release contains forward-looking information. Often,
but not always, forward-looking information can be identified by
the use of words such as “plans”, “expects”, “estimates”,
“intends”, “anticipates”, “believes” or variations of such words
and phrases or state that certain actions, events, or results
“may”, “could”, “would”, “might” or “will” be taken, occur or be
achieved. Forward-looking information involves known and unknown
risks, uncertainties and other factors that may cause actual
results, events, performance or achievements of Organigram to
differ materially from current expectations or future results,
performance or achievements expressed or implied by the
forward-looking information contained in this news release. Risks,
uncertainties and other factors involved with forward-looking
information could cause actual events, results, performance,
prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information include
changes to market conditions, consumer preferences and regulatory
climate, and factors and risks as disclosed in the Circular, and
the Company’s most recent annual information form, management’s
discussion and analysis and other Company documents filed from time
to time on SEDAR+ (see www.sedarplus.ca) and filed or furnished to
the Securities and Exchange Commission on EDGAR (see www.sec.gov).
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Although the Company believes that the assumptions
and factors used in preparing the forward-looking information in
this news release are reasonable, undue reliance should not be
placed on such information and no assurance can be given that such
events will occur in the disclosed time frames or at all. Such
assumptions include, without limitation, the receipt of the
requisite approval from Shareholders, applicable stock exchange
approval, that all conditions to the closing of the Investment will
be satisfied, that the Investment will be completed on the terms
set forth in the subscription agreement dated November 5, 2023 by
and among the Investor and the Company, and that all three tranches
of the Investment will close. The forward-looking information
included in this news release is provided as of the date of this
news release and the Company disclaims any intention or obligation,
except to the extent required by law, to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231229924402/en/
For Investor Relations enquiries:
Max Schwartz, Director of Investor Relations
investors@organigram.ca
For Media enquiries:
Megan McCrae, Senior Vice President – Marketing and
Communications megan.mccrae@organigram.ca
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