CANOPY GROWTH CORPORATION Item 3.02 Unregistered Sales of
On
The Arrangement is subject to the conditions set out in the Arrangement
Agreement, including, among others: (i) approval by the
Pursuant to the Arrangement, at the effective time of the Arrangement (the "Effective Time"), the following steps will occur:
i. each outstanding Supreme Cannabis restricted share unit (a "Supreme
Cannabis RSU"), whether vested or unvested, will be deemed to be vested,
and such Supreme Cannabis RSU will be deemed to be surrendered for one
Supreme Cannabis Share, less any amounts withheld pursuant to the terms
of the Arrangement;
ii. each outstanding Supreme Cannabis deferred share unit (a "Supreme
Cannabis DSU"), whether vested or unvested, will be deemed to be vested,
and such Supreme Cannabis DSU will be deemed to be cancelled in exchange
for a cash payment equal to the volume weighted average trading price of
one Supreme Cannabis Share on the TSX for the five trading days
immediately prior to the Effective Time, less any amounts withheld
pursuant to the terms of the Arrangement;
iii. any Supreme Cannabis Shares in respect of which dissent rights have been
properly exercised and not withdrawn (the "Dissent Shares"), will be
entitled to be paid the fair value by Canopy Growth of such shares in
accordance with the Canada Business Corporations Act, as modified by the
Arrangement and the interim order and final order of the Court;
iv. each issued and outstanding Supreme Cannabis Share (other than any
Dissent Shares and any Supreme Cannabis Shares held by Canopy Growth and
any of its affiliates) will be deemed to be transferred to Canopy Growth
in exchange for 0.01165872 of a Canopy Growth Share (the "Exchange
Ratio") and C$0.0001 in cash, less any amounts withheld pursuant to the
terms of the Arrangement; and
v. each outstanding Supreme Cannabis option (a "Supreme Cannabis Option"),
whether vested or unvested, will be deemed to be vested, will be
exchanged for an option to purchase from Canopy Growth the number of
Canopy Growth Shares equal to: (A) the Exchange Ratio, multiplied by
(B) the number of Supreme Cannabis Shares subject to such Supreme
Cannabis Option, at an exercise price per Canopy Growth Share equal to
(Y) the exercise price per Supreme Cannabis Share divided by (Z) the
Exchange Ratio.
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Item 7.01 Regulation FD Disclosure.
On
The information set forth and incorporated by reference in Item 7.01 of this Current Report on Form 8-K ("Current Report"), including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information set forth and incorporated by reference in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 attached hereto, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report contains "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of applicable Canadian
securities legislation. Often, but not always, forward-looking statements and
information can be identified by the use of words such as "plans", "expects" or
"does not expect", "is expected", "estimates", "intends", "anticipates" or "does
not anticipate", or "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 statements or information
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of
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, including assumptions as to the time required to prepare and mail
Meeting materials to Supreme Cannabis shareholders; the ability of the parties
to receive, in a timely manner and on satisfactory terms, the necessary
regulatory approval, Court approval and Shareholder Approval; the ability of the
parties to satisfy, in a timely manner, the other conditions to the completion
of the Arrangement Agreement; regulatory and licensing risks; changes in general
economic, business and political conditions, including changes in the financial
and stock markets; risks related to infectious diseases, including the impacts
of the COVID-19 pandemic; legal and regulatory risks inherent in the cannabis
industry, including the global regulatory landscape and enforcement related to
cannabis; political risks and risks relating to regulatory change; risks
relating to anti-money laundering laws; compliance with extensive government
regulation and the interpretation of various laws regulations and policies;
public opinion and perception of the cannabis industry; and such other risks
contained in the public filings of
In respect of the forward-looking statements and information concerning the
anticipated benefits and completion of the Arrangement and the anticipated
timing for completion of the Arrangement,
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press release datedApril 8, 2021 99.2 Canopy Growth Presentation 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.
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