- Blissco to complement Supreme Cannabis growing brand portfolio and accelerate its growth as a premium wellness-focused cannabis company.
- Share-based acquisition allows Blissco shareholders to continue to participate in upside of combined companies, and benefit from enhanced liquidity and access to capital.
- Supreme Cannabis has secured support from shareholders of Blissco representing approximately 52%, including CEO Damian Kettlewell .
- Acquisition valued at approximately C$48 million .
The Supreme Cannabis Company, Inc. ("Supreme Cannabis") (FIRE.TO) (SPRWF) (53S1.F) and Blissco Cannabis Corp. ("Blissco") (BLIS.CN) (HSTRF) (FRA: GQ4B:GR) are pleased to announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") under which Supreme Cannabis will acquire, by way of a court-approved plan of arrangement under the Business Corporations Act ( British Columbia ) (the "Arrangement"), all of the issued and outstanding common shares of Blissco (the "Blissco Shares") not already owned by Supreme Cannabis. The Arrangement is an all-stock transaction with a total value of approximately C$48 million .” data-reactid=”17″>TORONTO , May 16, 2019 /CNW/ – The Supreme Cannabis Company, Inc. (“Supreme Cannabis”) (FIRE.TO) (SPRWF) (53S1.F) and Blissco Cannabis Corp. (“Blissco”) (BLIS.CN) (HSTRF) (FRA: GQ4B:GR) are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”) under which Supreme Cannabis will acquire, by way of a court-approved plan of arrangement under the Business Corporations Act ( British Columbia ) (the “Arrangement”), all of the issued and outstanding common shares of Blissco (the “Blissco Shares”) not already owned by Supreme Cannabis. The Arrangement is an all-stock transaction with a total value of approximately C$48 million .
“Supreme Cannabis is the best positioned company in the cannabis space to help Blissco achieve its ambition of delivering innovative, quality assured full-spectrum cannabis products to the world,” said Damian Kettlewell , CEO of Blissco. “By merging with Supreme Cannabis, Blissco shareholders will benefit from the combined expertise of both companies in growing premium cannabis brands, producing and procuring high-quality inputs, commercializing new products, and ensuring regulatory compliance. Blissco shareholders will also benefit from Supreme Cannabis’ enhanced trading liquidity on the TSX and greater access to capital that will allow us to focus and accelerate Blissco’s premium wellness business.”
“Blissco has built a distinct and authentic premium wellness brand. Through our strategic partnership and prior investment in the company, we developed a deep understanding of the business and a high level of confidence in the senior management team. This transaction will allow Blissco to focus its business around the production and commercialization of cannabis oils and topicals for the premium wellness consumer,” said Navdeep Dhaliwal , CEO of Supreme Cannabis. “Blissco shares our vision, mission, and values. Through this transaction, we will combine best-in-class processes, commercialization, marketing and brand building expertise, and skilled management, ensuring we continue to achieve our vision to improve global well-being with cannabis.”
Supreme Cannabis has secured irrevocable hard lock-ups (the “Lock-Ups”) from shareholders of Blissco representing approximately 52% of the outstanding Blissco shareholders, including Damian Kettlewell , CEO of Blissco, to vote in favour of the Arrangement, and also currently owns approximately 10% of the outstanding Blissco Shares.
www.sedar.com, as well as in Blissco’s material change report to be filed on SEDAR. A copy of the Arrangement Agreement will also be filed by Blissco with the Canadian securities regulators and will be available for viewing at www.sedar.com.” data-reactid=”44″>A description of the Arrangement Agreement will be set forth in a management information circular (the “Circular”), which will be filed with the Canadian securities regulators on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, as well as in Blissco’s material change report to be filed on SEDAR. A copy of the Arrangement Agreement will also be filed by Blissco with the Canadian securities regulators and will be available for viewing at www.sedar.com.
Norton Rose Fulbright Canada LLP acted as legal counsel to Supreme Cannabis. Deloitte LLP acted as the financial advisor to Blissco’s Special Committee, and provided a fairness opinion to the Special Committee, while Alexander Holburn Beaudin + Lang LLP acted as legal counsel to Blissco.
All dollars represented are in Canadian unless otherwise noted.
Blissco.com.” data-reactid=”48″>Blissco Cannabis Corp. (BLIS.CN) (HSTRF) (GQ4B.F) is a Canadian wellness cannabis brand based in British Columbia and a multi-licensed processor, cultivator, and distributor of premium cannabis. Blissco owns and operates an 18,000 square foot, state-of-the-art extraction, processing and cultivation facility located in Metro Vancouver, British Columbia . Blissco is supplying premium cannabis and Reserve whole flower and dried flower pre-rolls to the Canadian market with supply agreements in British Columbia , Alberta , Saskatchewan , and New Brunswick . In support of Blissco’s global distribution strategy, the company has initiated its EU GMP certification process and has completed its first inspection by German authorities. Learn more at Blissco.com.
The Supreme Cannabis Company, Inc. is a global diversified portfolio of distinct cannabis companies, products and brands. Since 2014, the Company has emerged as one of the world’s fastest-growing, premium plant driven-lifestyle companies by effectively deploying capital, with an emphasis on disciplined growth and high-quality products.” data-reactid=”50″>The Supreme Cannabis Company, Inc. is a global diversified portfolio of distinct cannabis companies, products and brands. Since 2014, the Company has emerged as one of the world’s fastest-growing, premium plant driven-lifestyle companies by effectively deploying capital, with an emphasis on disciplined growth and high-quality products.
Supreme Cannabis’ portfolio includes 7ACRES, its wholly-owned subsidiary and multi-award-winning brand; Cambium Plant Sciences, a plant genetics and cultivation IP company; Medigrow Lesotho, a cannabis oil producer located in southern Africa ; and a brand partnership and licensing deal with Khalifa Kush Enterprises Canada.
Instagram, Twitter, Facebook and YouTube.” data-reactid=”52″>Supreme trades as FIRE on the Toronto Stock Exchange (FIRE.TO), SPRWF on the OTC Exchange in the United States (SPRWF) and 53S1 on the Frankfurt Stock Exchange (53S1.F). Follow us on Instagram, Twitter, Facebook and YouTube.
We simply grow better.
Certain statements made in this press release may constitute forward-looking information under applicable securities laws. These statements may relate to anticipated events or results and include, but are not limited to: statements regarding the expected benefits to result from the Arrangement; the effect of the Arrangement on both companies going forward; the timing for the mailing of the Circular and holding the Meeting; and the satisfaction of closing conditions including, without limitation (i) the required Blissco shareholder approval; (ii) necessary court approval in connection with the Arrangement; (iii) certain termination rights available to the parties under the Arrangement Agreement; (iv) Supreme Cannabis obtaining the necessary approvals from the TSX for listing the Supreme Shares to be issued in connection with the Arrangement; and (v) receipt of required regulatory approvals and other customary closing conditions. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology. Forward-looking statements are current as of the date they are made and are based on applicable estimates and assumptions made by management of Blissco and Supreme at the relevant time in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors that they believe are appropriate and reasonable in the circumstances. However, neither Blissco nor Supreme Cannabis undertakes to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada . There can be no assurance that such estimates and assumptions will prove to be correct.
www.sedar.com. Supreme Cannabis and Blissco caution that the foregoing list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect their results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information.” data-reactid=”56″>Many factors could cause actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risk that the Arrangement does not occur; negative effects from the pendency of the Arrangement; the ability to realize expected benefits from the Arrangement; the timing to consummate the Arrangement; public opinion; and any other risk factors discussed in any public filings of Supreme Cannabis and Blissco filed with the Canadian securities regulators, including the “Risk Factors” section of Supreme Cannabis’ Annual Information Form dated October 2, 2018 (“AIF”). A copy of the AIF and Supreme Cannabis’ other publicly filed documents can be accessed under Supreme Cannabis’ profile on SEDAR at www.sedar.com. Supreme Cannabis and Blissco caution that the foregoing list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect their results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information.
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SOURCE The Supreme Cannabis Company, Inc.
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