Vancouver - Choom Holdings Inc. (CSE: CHOO) (OTCQB: CHOOF) ('Choom') and Phivida Holdings Inc. (CSE: VIDA) ('Phivida') are pleased to announce that they have entered into a definitive arrangement agreement dated June 2, 2020 pursuant to which Choom will acquire all of the issued and outstanding common shares of Phivida in exchange for common shares of Choom in an arm's length all-share transaction valued at approximately $7.3 million (the 'Transaction').
Under the terms of the Arrangement Agreement, Phivida shareholders will receive 0.72566 of a Choom Share in exchange for each Phivida Share held (the 'Exchange Ratio') based on $0.082 per Phivida Share, representing a 10% premium to the 20- day volume weighted average price of the Phivida Shares ending June 2, 2020, and based on a 20-day volume weighted average price of the Choom Shares for the same period, being $0.113 per Choom Share. Based on the closing price of the Phivida Shares on June 2, 2020, the Transaction results in an implied premium of approximately 20% per Phivida Share.
Upon completion of the Transaction, existing Choom and Phivida shareholders will hold approximately 78% and 22% of the pro forma company, respectively, on a fully diluted basis. 'The acquisition of Phivida will further Choom's ability to deliver on our business plans and accelerate our growth initiatives, enabling our omni-channel strategy through enhanced digital capabilities, and an expanded brick-and-mortar presence across Canada,' said CoreyGillon, CEO of Choom. 'The timing is ideal as we prepare to expand our retail footprint inOntario, Canada's largest market for cannabis sales, later this year, with several flagship locations already secured.'
David Moon CEO of Phivida, added: 'Following an extensive evaluation of the Canadian cannabis market, we're thrilled to partner with Choom and continue to execute on our digital growth strategy which will be complimentary to Choom's brick and mortar retail store growth. By leveraging consumer data collected through our online websites and working with the Choom team to enhance in store analytics, we are well positioned to optimize our business for continued success.'
About Choom
Choom is a fast-expanding retail cannabis company who has established one of the largest store networks in Canada. The Choom brand is inspired by Hawaii's 'Choom Gang' - a group of buddies in Honolulu during the 1970's who loved to smoke weed - or as the locals called it, 'Choom'. Evoking the spirit of the original Choom Gang, our brand caters to the Canadian market with the ethos of 'cultivating good times'. Choom is focused on delivering an elevated customer experience through our curated retail environments, offering a diversity of brands for Canadians across a national retail network
About Phivida
Phivida Holdings Inc. is a CBD-centric holding group with assets in technology, publishing and consumer-packaged goods (CPG). Headquartered in Vancouver BC, with operations in San Diego, Toronto and Belgrade, Phivida produces a line of CBDinfused foods and beverages (OKI), and CBD topicals and supplements (VIDA+), in addition to managing and operating two CBD-related, online retail marketplaces under the brand names Bloomgroove and Wikala. Greencamp is Phivida's online publication and knowledge center on CBD sector news
Contact:
CoreyGillon
Tel: 1 (604) 683-2509
Email investors@choom.ca
Cautionary Note Regarding Forward-Looking Information
This news release contains 'forward-looking information' within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking 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 Choom, Phivida or their respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Statements containing forward-looking information include, but are not limited to, statements relating to our expectations with respect to: the timing and outcome of the Transaction; the anticipated benefits of the Transaction to the parties and their respective security holders and the impact of the Transaction on the parties' respective businesses on a combined basis, and the anticipated growth of the combined company and how the Transaction are expected to enhance the parties' respective future business plans. In respect of the forward-looking information in this news release concerning the anticipated benefits and completion of the Transaction and the anticipated timing for completion of the Transaction, Choom and Phivida have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail security holder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; other expectations and assumptions concerning the Transaction.
Although Choom and Phivida believe that the assumptions and factors used in preparing the forward-looking information or forward-looking statements 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.
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; risks that the Arrangement will not close as anticipated or at all, risks that required shareholder, regulatory or other approvals will not be obtained or may be materially delayed, risks that the synergies expected as a result of the Transaction will not be realized as anticipated or at all, integration risks following completion of the Transaction, risks associated with general economic conditions, including adverse conditions resulting from the ongoing COVID-19 pandemic and the resulting government policies restricting mobility, assembly or contact with actual and potential customers and suppliers; future legislative and regulatory developments; inability to access sufficient capital on favourable terms or at all, and such other risks identified in Choom's and Phivida's most recent management's discussions and analysis filed with Canadian securities regulators and which are available on Choom's and Phivida's respective issuer profile on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are made as of the date of this news release and Choom and Phivida do not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws. There can be no assurance that the Transaction will occur, or that it will occur on the terms and conditions contemplated in this news release. The Transaction could be modified, restructured or terminated. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Completion of the Transaction is subject to a number of conditions, including but not limited to the approval of the Canadian Securities Exchange and the approval of shareholders of Phivida. The Transaction cannot close until the required shareholder, court and regulatory approval is obtained.
There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with a meeting of Phivida shareholders to consider the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
CHOOM HOLDINGS INC. 
