Supreme Cannabis to acquire Truverra as it prepares for Legalization 2.0 and Global Medical Markets
The Supreme Cannabis Company, Inc.(“Supreme Cannabis” or the “Company”) (FIRE.TO) (SPRWF) (53S1.F) today announced that it has entered into a definitive agreement (the “Acquisition Agreement”) under which Supreme Cannabis will acquire all of the issued and outstanding shares of privately-held Truverra Inc. (“Truverra”), to be effected by way of a three-cornered amalgamation between Truverra, Supreme Cannabis and a wholly-owned subsidiary of Supreme Cannabis (the “Transaction”). The Transaction is valued at 14.7 million common shares of Supreme Cannabis (the “Consideration Shares”), giving the Transaction an approximate dollar value of $20,000,000 as of the Company’s closing price on July 16, 2019 .
Located in Toronto , Truverra is a private cannabis company, serving the Canadian and international cannabis markets through its wholly-owned subsidiaries, Canadian Clinical Cannabinoids Inc. (“CCC”) and Truverra ( Europe ) B.V. (“Truverra Europe”).
CCC operates a 5,000 square-foot Health Canada licensed facility in Scarborough, Ontario . Supreme Cannabis intends to repurpose CCC’s state-of-the-art facility to produce high-quality cannabis extracts, including concentrates and vaping liquids. In addition to its operations in Canada , Truverra’s wholly-owned European subsidiary, Truverra Europe, is located in the Netherlands and sells a broad portfolio of hemp-based CBD products into select European markets.
“The recent introduction of Health Canada’s amended cannabis regulations creates a distinct opportunity for Supreme Cannabis to establish a leading position in the cannabis extracts markets. With the acquisition of Truverra, we secure a Toronto -based facility equipped to extract our high-quality inputs for concentrates and vaping liquids in the near-term,” said Navdeep Dhaliwal , CEO of Supreme Cannabis. “Truverra’s operations also provide an additional entry point into Europe’s CBD wellness market, where Truverra Europe has successfully launched multiple CBD products in various jurisdictions. Truverra’s Canadian and European operations are managed by a senior leadership team with a wealth of experience manufacturing and launching products in highly-regulated industries such as life sciences and pharmaceuticals.”
“The Supreme Cannabis Company has a strong track record for executional excellence, with their support and robust corporate services we look forward to strengthening our operations in Canada and globally,” said Jeff Adams , CEO of Truverra. “In the near term, we will continue to build Truverra’s CBD offering in Europe and position the brand to serve international medical markets.”
Transaction Highlights
Dedicated production capacity for cannabis derivative products.
CCC’s Health Canada-licensed 5,000 square-foot facility in Scarborough, Ontario will house Supreme Cannabis’ extraction lab for concentrates and vaping liquids. Supreme Cannabis will retrofit the facility to include a range of both solvent and solvent-less concentrate and extraction equipment and leverage our unique position as the only cannabis producer with high-end flower at scale. Changes to the facility will commence in the near term with the goal of meeting demand for the pending legalization of concentrates and other derivative cannabis products.
Serve multiple brands in Supreme Cannabis’ portfolio.
Supreme Cannabis will use CCC’s facility to complete extraction for select brands and partners. As previously announced, Supreme Cannabis intends to produce extracts under its wholly owned subsidiary, 7ACRES and through its exclusive partnership with Khalifa Kush Enterprises Canada ULC. The Company also maintains a supply agreement with Pax Labs, Inc. (“PAX”) to supply 7ACRES-branded cannabis pods for the PAX Era vaporizer in Canada .
International operations.
Based in the Netherlands , Truverra ( Europe ) B.V. will deliver its rapidly expanding portfolio of CBD Hemp products into the UK and Netherlands , as well as direct to consumer through the company’s ecommerce website.
Global evidence-based medical brand.
Truverra is in the process of developing unique cannabis derived branded ‘ingredients’ with proven safety and efficacy for broad high-value health indications. Supreme Cannabis intends to address international medical opportunities under the Truverra brand. In addition to global market, with evolving Health Canada regulations, the ability to create products with evidence-based health benefits is becoming increasingly important.
Experienced leadership team.
Truverra’s management team and board bring diverse global experience that spans pharmaceuticals, medical cannabis, life sciences, natural health and food industries.
Jeff Adams , CEO
Prior to joining Truverra, Mr. Adams spent 18 years in executive roles working for Canada’s largest generic drug producer, Apotex Inc. (“Apotex”). At Apotex, Mr. Adams held positions in finance, corporate development, business development and international sales. His most recent roles included VP of International Sales and VP of Corporate and Global Business Development, where he was responsible for the company’s global licensing activities. Mr. Adams will continue to lead Truverra’s operations.
Jaiveer Singh , Chairman and Director
In addition to his role as Chairman of the board of directors for Truverra, Mr. Singh is the CEO of Mint Pharmaceuticals. Under his leadership, Mint Pharmaceuticals has emerged as one of Canada’s most reputable and leading generic drug manufacturers over the past decade. Mr. Singh will remain an advisor to the Supreme Cannabis.
Nicholas Wong , Special Advisor
Supreme Cannabis has engaged Nicholas Wong as a Special Advisor to the Company and Truverra. Mr. Wong is a partner with a leading law firm in Toronto with expertise in advising clients on building and defending IP portfolios in the chemical, pharmaceutical and natural health products industries. Mr. Wong will support Truverra’s clinical strategy and the development of its medicinal products, planning clinical and all other evidence-based scientific studies with outside research bodies.
Board approvals.
The Transaction was unanimously approved by the board of directors for Supreme Cannabis (the “Supreme Board”), the special committee of the Supreme Board appointed to consider the Transaction (the “Special Committee”) and the board of directors of Truverra. The Supreme Board and Special Committee relied on a fairness opinion provided by GMP Securities L.P.
Conditions to close.
The closing of the Transaction is subject to customary closing conditions for a transaction of this nature including, among other things, Truverra obtaining the requisite shareholder approval at a special meeting of Truverra shareholders called to consider the Transaction (the “Truverra Meeting”) and the listing of the Consideration Shares on the Toronto Stock Exchange (“TSX”). The closing of the Transaction is expected to occur prior August 30 , 2019.
The Transaction will require approval by 66 2/3% of the votes cast by Truverra shareholders at the Meeting. Truverra shareholders holding approximately 68% of the shares of Truverra, on a fully diluted basis, have entered into support agreements (the “Support Agreements”) pursuant to which, among other things, they have agreed to vote all of the shares held by them in favour of the Transaction at the Truverra Meeting, on the terms and subject to the conditions set forth in the Support Agreements.
Other information.
A copy of the Acquisition Agreement will be filed by Supreme Cannabis with the Canadian securities regulators and will be available for viewing on the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. A description of the Acquisition Agreement will also be set forth in Supreme Cannabis’ material change report to be filed on SEDAR.
Borden Ladner Gervais LLP acted as legal counsel to Supreme Cannabis. GMP Securities L.P. provided a fairness opinion to the Supreme Board and the Special Committee, while Torkin Manes LLP acted as legal counsel to Truverra.
About Truverra Inc.
Truverra Inc. is a privately held cannabis company based in Toronto, Ontario . Since 2013, Truverra’s wholly owned subsidiary, Canadian Clinical Cannabinoids Inc. (CCC), has invested in state-of-the-art equipment and world class GMP quality systems to meet the growing demands of the market for extraction and purification services that meet international quality standards. Truverra’s European subsidiary, Truverra ( Europe ) B.V., is located in the Netherlands and produces a broad portfolio of CBD Hemp products for the European market. Truverra operates its businesses with the goal of becoming a global leader in the development, production, and marketing of cannabis and hemp-derived medicinal products with clinically proven efficacy.
About Supreme Cannabis
The Supreme Cannabis Company, Inc., is a global diversified portfolio of distinct cannabis companies, products and brands. Since 2014, the Company has emerged as one of the world’s fastest-growing, premium plant driven-lifestyle companies by effectively deploying capital, with an emphasis on disciplined growth and high-quality products.
Supreme Cannabis’ portfolio includes 7ACRES, its wholly-owned subsidiary and multi-award-winning brand; Cambium Plant Sciences, a plant genetics and cultivation IP company; Medigrow Lesotho, a cannabis oil producer located in southern Africa ; Supreme Heights, a investment platform focused on CBD brands in the UK and Europe and a brand partnership and licensing deal with Khalifa Kush Enterprises Canada.
Supreme trades as FIRE on the Toronto Stock Exchange (FIRE.TO), SPRWF on the OTC Exchange in the United States (SPRWF) and 53S1 on the Frankfurt Stock Exchange (53S1.F). Follow us on Instagram, Twitter, Facebook and YouTube.
We simply grow better.
Forward-Looking Information
Certain statements made in this press release may constitute forward-looking information under applicable securities laws. These statements may relate to anticipated events or results and include, but are not limited to: statements regarding the expected benefits to result from the Transaction; the effect of the Transaction; the satisfaction of closing conditions, including, without limitation (i) the required Truverra shareholder approval, (ii) certain termination rights available to the parties under the Acquisition Agreement, (iii) Supreme Cannabis obtaining the necessary approvals from the TSX for listing the Consideration Shares to be issued in connection with the Transaction, and (iv) receipt of required regulatory approvals and other customary closing conditions; our ability to create shareholder value and other statements that are not historical facts. Particularly, information regarding our expectations of future results, targets, performance achievements, prospects or opportunities is forward-looking information. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology. Forward-looking statements are current as of the date they are made and are based on applicable estimates and assumptions made by us at the relevant time in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances. However, we do not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada . There can be no assurance that such estimates and assumptions will prove to be correct.
Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation: the risk that the Transaction does not occur; negative effects from the pendency of the Transaction; the ability to realize expected benefits from the Transaction; the timing to consummate the Transaction; public opinion and the other factors discussed in the “Risk Factors” section of the Company’s Annual Information Form dated October 2, 2018 (“AIF”). A copy of the AIF and the Company’s other publicly filed documents can be accessed under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. The Company cautions that the list of risk factors and uncertainties described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information.
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