Item 8.01 Other Events.
As previously disclosed, on March 23, 2022, Columbia Care Inc., a British
Columbia corporation ("Columbia Care"), and Cresco Labs Inc., a British Columbia
corporation ("Cresco Labs"), announced the execution of an Arrangement Agreement
(the "Arrangement Agreement"), by and between Columbia Care and Cresco Labs. On
June 15, 2022, Columbia Care issued a press release regarding the special
meeting of shareholders to be held on July 8, 2022, which is furnished hereto as
exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01, including Exhibit 99.1, is being furnished
pursuant to Item 8.01 and will not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise be subject to the liabilities of that section, nor will it
be deemed to be incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
Additional Information and Where to Find It
In connection with the proposed transaction, Columbia Care filed a management
information circular and proxy statement on Schedule 14A containing important
information about the proposed transaction and related matters. Additionally,
Columbia Care and Cresco Labs will file other relevant materials in connection
with the proposed transaction with applicable securities regulatory authorities.
Investors and security holders of Columbia Care are urged to carefully read the
entire management information circular and proxy statement (including any
amendments or supplements to such documents) when such document becomes
available before making any voting decision with respect to the proposed
transaction because they will contain important information about the proposed
transaction and the parties to the transaction. The Columbia Care management
information circular and proxy statement will be mailed to Columbia Care
shareholders, as well as be accessible on the EDGAR and SEDAR profile of
Columbia Care.
Investors and security holders of Columbia Care will be able to obtain a free
copy of the management information circular and proxy statement, as well as
other relevant filings containing information about Columbia Care and the
proposed transaction, including materials that will be incorporated by reference
into the management information circular and proxy statement, without charge, at
the Securities and Exchange Commission's (the "SEC") website (www.sec.gov) or
from Columbia Care by going to Columbia Care's Investor Relations page on its
website at https://ir.col-care.com/.
Participants in the Solicitation
Columbia Care and certain of its respective directors, executive officers and
employees may be deemed to be participants in the solicitation of Columbia Care
proxies in respect of the proposed transaction. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of
proxies to Columbia Care shareholders in connection with the proposed
transaction will be set forth in the Columbia Care management information
circular and proxy statement for the proposed transaction when available. Other
information regarding the participants in the Columbia Care proxy solicitation
and a description of their direct and indirect interests in the proposed
transaction, by security holdings or otherwise, will be contained in such
management information circular and proxy statement and other relevant materials
to be filed with the SEC in connection with the proposed transaction. Copies of
these documents may be obtained, free of charge, from the SEC or Columbia Care
as described in the preceding paragraph.
Forward Looking Statements
This Form 8-K contains "forward-looking information" within the meaning of
applicable Canadian securities legislation and may also contain statements that
may constitute "forward-looking statements" within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act
of 1995. These forward-looking statements relate to each party's expectations of
business, operations, financial performance, prospects, and other plans,
intentions, estimates, and beliefs and include statements regarding Cresco Labs
and Columbia Care's expected financial performance, the combined operations and
prospects of Cresco Labs
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and Columbia Care, the current and projected market and growth opportunities for
the combined company, and the timing and completion of the transaction,
including all the required conditions thereto. Words such as "expects",
"continue", "will", "anticipates" and "intends" or similar expressions are
intended to identify forward-looking statements. These forward-looking
statements are based on Cresco Labs and Columbia Care's current expectations
about future events and financial trends that they believe might affect their
financial condition, results of operations, prospects, business strategy and
financial needs, and on certain assumptions and analysis made by each party in
light of the experience and perception of historical trends, current conditions
and expected future developments and other factors each party believes are
appropriate. Forward looking information and statements involve and are subject
to assumptions and known and unknown risks, uncertainties, and other factors
which may cause actual events, results, performance, or achievements to be
materially different from future events, results, performance, and achievements
expressed or implied by forward looking information and statements herein,
including, without limitation, the risks discussed under the heading "Risk
Factors" in Cresco Labs Annual Report on Form 40-F for the year ended
December 31, 2021, filed with the with the SEC on EDGAR, Columbia Care's Form 10
dated May 9, 2022, filed with the with the SEC on EDGAR, Columbia Care's
management information circular and proxy statement on Schedule 14A, filed with
the SEC on EDGAR and other documents filed by Cresco Labs and Columbia Care with
Canadian and U.S. securities regulatory authorities on SEDAR and EDGAR,
respectively. Although Cresco Labs and Columbia Care believe that any
forward-looking information and statements herein are reasonable, in light of
the use of assumptions and the significant risks and uncertainties inherent in
such information and statements, there can be no assurance that any such
forward-looking information and statements will prove to be accurate, and
accordingly readers are advised to rely on their own evaluation of such risks
and uncertainties and should not place undue reliance upon such forward-looking
information and statements. Any forward-looking information and statements
herein are made as of the date hereof and, except as required by applicable
laws, Cresco Labs and Columbia Care assume no obligation and disclaim any
intention to update or revise any forward-looking information and statements
herein or to update the reasons that actual events or results could or do differ
from those projected in any forward-looking information and statements herein,
whether as a result of new information, future events or results, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated June 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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