Canopy Growth Corporation (TSX:WEED) entered into a non-binding letter of intent to acquire The Supreme Cannabis Company, Inc. (TSX:FIRE) for approximately CAD 340 million on March 17, 2021. Canopy Growth Corporation entered into a definitive arrangement agreement to acquire The Supreme Cannabis Company, Inc. on April 7, 2021. Under the terms of the agreement, Supreme Cannabis shareholders will receive 0.01165872 of a Canopy common share and $0.0001 in cash in exchange for each Supreme Cannabis Share held. Canopy will acquire all of Supreme Cannabis issued and outstanding common shares as part of the transaction. In case of termination, a termination fee of $12.5 million payable by Supreme Cannabis to Canopy in certain specified circumstances. The transaction is subject to the approval of at least two-thirds of the votes cast by the shareholders of Supreme Cannabis, court approvals, regulatory approvals including, but not limited to, TSX approval and approval under the Competition Act (Canada), other third-party approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. The transaction requires that Supreme Cannabis shareholders shall not have exercised dissent rights, Canopy Growth shall have made the required filings with the Nasdaq to list the consideration shares thereon, other than customary post-closing filings required to be submitted within the applicable time frame pursuant the rules of the Nasdaq. The transaction was approved by the Board of Directors of Supreme Cannabis and recommends the shareholders to vote in favor of the transaction. The Board of Canopy Growth has unanimously approved the transaction. Supreme Cannabis Board of Directors recommends that Supreme Cannabis shareholders vote in favor of the transaction in special meeting of shareholders, expected to be held in June 2021. Canopy has entered into voting support agreements with certain of Supreme Cannabis directors and officers pursuant to which they have agreed, among other things, to vote their Supreme Cannabis Shares in favor of the Transaction. As of April 7, 2021, certain security holders have entered into voting support agreement. As of June 3, 2021, two institutional shareholders who represent in aggregate approximately 5.46% of the total issued and outstanding Supreme shares on a non-diluted basis have entered into voting support agreements. Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC have each recommended that Supreme shareholders vote "FOR" to approve the transaction at Supreme's special meeting of shareholders on June 10, 2021. At special meeting, Supreme Shareholders approved the plan of arrangement with Canopy Growth. The transaction is expected to occur by end of June 2021. As of June 10, 2021 Supreme intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement at a hearing expected to be held on June 15, 2021. As of June 15, 2021, Ontario Superior Court of Justice approved the transaction. Assuming timely receipt of all necessary court, third-party approvals and the satisfaction of all other conditions, closing of the Arrangement is expected to occur on or about June 17, 2021. As of June 15, 2021, transaction is expected to close on or about June 22, 2021.
Chris Hersh, Adrian Jakibchuk, John Picone, Taylor, Kristin, Chandimal Nicholas, Chuck Rich, Jamie Litchen and Jonathan Sherman of Cassels Brock & Blackwell LLP is acting as strategic and legal advisors to Canopy. BMO Capital Markets is acting as exclusive financial advisor to Supreme Cannabis and provided a fairness opinion to the Supreme Cannabis board of directors. Hyperion Capital Inc. provided an independent fairness opinion to the board of directors of Supreme Cannabis. Andrew Powers, Philippe Tardif, Cameron A. MacDonald, Steve MacLean, Kim Maguire, David Wood, LuAnne Morrow, Xue Yan, F.F. (Rick) Coburn, Denes A. Rothschild, James Fu, and Caitlin Sainsbury of Borden Ladner Gervais LLP is acting as legal counsel to Supreme Cannabis. KPMG LLP acted as account while Computershare Trust Company of Canada acted as registrar to both Canopy Growth Corporation and The Supreme Cannabis Company, Inc. Kingsdale Advisors acted as information agent and will receive a fee of CAD 50,000 from The Supreme Cannabis Company, Inc. Torys LLP advised BMO Capital Markets. Lazard Ltd acted as financial advisor to The Supreme Cannabis Company, Inc. Cassels Brock & Blackwell LLP acted as strategic and legal advisor to Canopy with a deal team that included Jamie Litchen, Jonathan Sherman, Tayyaba Khan and Thea Gaertner (Securities, M&A and Cannabis), Chuck Rich, Daniel Cipollone and Paras Patel (Banking & Specialty Finance and Cannabis), John Picone (Litigation), Chandimal Nicholas and Marco Ciarlariello (Regulatory, Intellectual Property and Cannabis), Chris Hersh and Katelyn Leonard (Competition & Foreign Investment), Kwaku Tabi (Real Estate & Development and Cannabis), Kristin Taylor, Adrian Jakibchuk and Erin Minuk (Employment & Labour) and Gerrit Yau.
Canopy Growth Corporation (TSX:WEED) completed the acquisition of The Supreme Cannabis Company, Inc. (TSX:FIRE) on June 23, 2021. As a result of the Arrangement, Supreme has become a wholly-owned subsidiary of Canopy and the Supreme Shares are anticipated to be de-listed from the Toronto Stock Exchange on or about June 23, 2021.