- Shareholders overwhelmingly approve the creation of a new class of Exchangeable Shares of
Canopy Growth , enabling the acceleration ofCanopy Growth's entry into theU.S. THC market, which is expected to be approximately$50B in 2026.1 Canopy USA expected to advance imminently with triggering acquisition of U.S. assets.
A total of 32,250,578 common shares of the Company (the "Shares"), representing 35.40% of the issued and outstanding Shares, were voted in connection with the Meeting by the Company's shareholders and proxyholders.
The sole matter put forward before the Company's shareholders for consideration and approval, as set out in the Company's definitive proxy statement dated
At the Meeting, shareholders passed a special resolution authorizing an amendment (the "Amendment Proposal") to the Company's articles of incorporation, as amended (the "Articles"), in order to, among other things: (i) create and authorize the issuance of an unlimited number of a new class of non-voting and non-participating exchangeable shares in the capital of
The detailed results of the vote at the Meeting are set out below:
Votes cast | % Votes | Votes cast | % Votes | Abstentions | % |
30,818,252 | 95.56 % | 1,313,601 | 4.07 % | 118,725 | 0.37 % |
__________________________ |
"With this successful shareholder vote complete, our
Added Klein, "Buoyed by recent comments from the President and the Vice-President,
Overview of Canopy
On
Potential benefits of this strategy include:
- Fast Tracks Entry into the World's Largest and Fastest Growing Cannabis Market: The
U.S. retail cannabis market is projected to be as high as approximatelyUS$50 billion in 2026, and this strategy aims to unlock the ability to capture share and return on investments made to date. Through these "stepping stone" transactions,Canopy Growth will be strategically repositioned to capitalize on the benefits of complete ownership and control of itsU.S. THC portfolio of assets following the date that theNASDAQ Stock Market orThe New York Stock Exchange permit the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) inthe United States . - Establishes a Leading, Brand Focused Powerhouse:
Canopy USA's portfolio includes some of the most recognized, iconic cannabis brands inthe United States that we believe are ideally positioned in the fastest growing categories, such as edibles, vapes, and flower.Canopy USA is expected to leverage the best of each brand's offerings to accelerate growth and market expansion as key states across the country continue to allow adult-use cannabis usage, realizing value in the near term and settingCanopy Growth up for a fast start uponU.S. federal permissibility of cannabis. - Financial Benefit via Revenue and Cost Synergies within
Canopy USA : The combination ofU.S. cannabis assets is expected to generate revenue and cost synergies withinCanopy USA by leveraging the brands, routes to market and operations of the fullU.S. cannabis ecosystem while eliminating redundancies across certain of theU.S. THC portfolio of assets and the public company reporting costs of Acreage. Furthermore, as a result of the various investments, counterparties and definitive agreements in connection with theU.S. THC portfolio of assets, the time, complexity and cost associated with monitoring and valuing each underlying contract is financially and logistically burdensome. As a result of the formation ofCanopy USA , the Company has adopted a singular approach to itsU.S. strategy. Over time we expect to realize value as a result of: (i) reduced operating expenses forCanopy Growth with respect to the monitoring of theU.S. THC portfolio of assets; and (ii) cost synergies acrossCanopy USA , including the elimination of public company reporting costs for Acreage, all of which are expected to be realized while cannabis remains federally illegal inthe United States . - Highlights the Value of Canopy's U.S. THC Investments: While Canopy Growth will not consolidate the financial results of
Canopy USA ,Canopy Growth expects to highlight the value ofCanopy USA's U.S. THC assets to investors following their acquisition.
Expected Next Steps in Canopy
With shareholders of the Company approving the Amendment Proposal at the Meeting, the following principal steps are expected to be completed:
- The Company is expected to amend its Articles to create and authorize the issuance of an unlimited number of Exchangeable Shares;
- Following the creation of the Exchangeable Shares, Constellation Brands, Inc., ("CBI")
Canopy Growth's largest shareholder, is expected to convert its Shares into Exchangeable Shares and the CBI nominees that are currently sitting on the Company's Board of Directors are expected to resign as directors of the Company following the expected termination of the second amended and restated investor rights agreement datedApril 18, 2019 amongCanopy Growth ,CBG Holdings LLC andGreenstar Investment Limited Partnership , wholly-owned subsidiaries of CBI (collectively, the "CBI Actions"). Following the CBI Actions, CBI will continue to beCanopy Growth's largest shareholder; and - Following completion of the CBI Actions, and the completion of the investment in
Canopy USA by a third-party,Canopy USA is expected to exercise its options and acquire Acreage, Wana and Jetty. The acquisitions of Wana and Jetty are expected to be completed in the Company's Q2 FY2025. The acquisition of Acreage is expected to be completed by the end ofCanopy Growth's FY2025.
For complete results on the matter voted on at the Meeting, please consult the Company's Report of Voting Results, which will be filed on the Company's SEDAR+ profile at www.sedarplus.ca, and the Company's Form 8-K which will be filed on EDGAR at www.sec.gov/edgar.
About
Canopy Growth is a leading North American cannabis and consumer packaged goods ("CPG") company dedicated to unleashing the power of cannabis to improve lives.
Through an unwavering commitment to our consumers, Canopy Growth delivers innovative products with a focus on premium and mainstream cannabis brands including Doja, 7ACRES, Tweed, and
Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the
Beyond its world-class products,
For more information visit www.canopygrowth.com.
Notice Regarding Forward-Looking Information
This press release contains "forward-looking statements" within the meaning of applicable securities laws, which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "strategy," "estimate," "expect," "project," "projections," "forecasts," "plans," "seeks," "anticipates," "potential," "proposed," "will," "should," "could," "would," "may," "likely," "designed to," "foreseeable future," "believe," "scheduled" and other similar expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Forward-looking statements include, but are not limited to, statements with respect to: expectations regarding the Canopy
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By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking statements in this press release and other reports we file with, or furnish to, the
While we believe that the assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct. Forward-looking statements are made as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking statements, except as required by law. The forward-looking statements contained in this press release and other reports we file with, or furnish to, the
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