NEW YORK, Sept. 16, 2020 (GLOBE NEWSWIRE) -- Acreage Holdings, Inc. (“Acreage”) (CSE: ACRG.U) (OTCQX: ACRGF) (FSE: 0ZV) today announced that, at a special meeting of Acreage shareholders (the “Shareholders”) held on September 16, 2020 (the “Special Meeting”), the Shareholders voted in favor of a special resolution (the “Arrangement Resolution”) authorizing and approving (i) the amended arrangement (the “Amended Arrangement”) under section 288 of the Business Corporations Act (British Columbia) between Acreage and Canopy Growth Corporation (“Canopy Growth”), (ii) the amending agreement (the “Amending Agreement”) which, among other things, provides for certain amendments to the arrangement agreement between Acreage and Canopy Growth dated April 18, 2019, as amended on May 15, 2019 (the “Arrangement Agreement”), (iii) the amended and restated plan of arrangement Acreage, and (iv) the second amended and restated omnibus equity incentive plan (the “Amended and Restated Omnibus Equity Incentive Plan”).
Shareholders carrying an aggregate of 541,135,913 votes, representing approximately 89.63% of votes entitled to be cast at the Special Meeting, were represented in person or by proxy at the Special Meeting, with 99.84% such votes being cast in favor of the Arrangement Resolution, including 97.33% of the votes cast in favor pursuant to the minority approval requirement pursuant to MI 61-101 (as defined below) and 97.33% of the votes cast in favor pursuant to the minority approval requirement pursuant to Rule 56-501 and NI 41-101 (as such terms are defined below).
“I am very pleased with the continued overwhelming support from our Shareholders,” said William Van Faasen, Interim Chief Executive Officer of Acreage. “The Amended Arrangement between Acreage and Canopy Growth represents a significant win for our Shareholders and reaffirms our commitment to a vibrant future. I would like to thank all of our Shareholders for their continued support.”
The Arrangement Resolution required approval by at least 66⅔% of the votes cast at the Special Meeting by the holders of Acreage’s class A subordinate voting shares (the “Subordinate Voting Shares”), Class B proportionate voting shares (the “Proportionate Voting Shares”) and Class C multiple voting shares (the “Multiple Voting Shares”, and collectively with the Subordinate Voting Shares and Proportionate Voting Shares, the “Acreage Shares”), voting together as a single class. Additionally, pursuant to: (i) Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Arrangement Resolution required approval by at least a majority of votes cast at the Special Meeting by the holders of Subordinate Voting Shares and Proportionate Voting Shares, voting together as a single class, and excluding the Acreage Shares held by any “interested party”, any “related party” of an “interested party” or any “joint actor” (as such terms are defined in MI 61-101); and (ii) OSC Rule 56-501 (“Rule 56-501”) and National Instrument 41-101 - General Prospectus Requirements (“NI 41-101”), the Arrangement Resolution required approval by at least a majority of the votes cast at the Special Meeting by the holders of Subordinate Voting Shares and Proportionate Voting Shares, voting together as a single class, excluding the votes cast by any affiliates of Acreage and Acreage Shares held directly or indirectly by control persons of Acreage for the purposes of Rule 56-501 and NI 41-101, all as more particularly described in Acreage’s proxy statement and management information circular mailed to Shareholders in connection with the Special Meeting (the “Circular”).
Acreage expects that the hearing date for the application for the final order of the Supreme Court of British Columbia (the “Final Order”) will take place on or about September 18, 2020 in Vancouver, British Columbia. Following the satisfaction or waiver of all conditions, including the receipt of the Final Order, Acreage will implement the Amended Arrangement as contemplated in the Circular. Acreage anticipates making a further announcement regarding the anticipated date for the implementation of the Amended Arrangement and confirming the record date for fixing the holders of Acreage Shares (and certain other eligible securities as described in the Circular) eligible to receive their proportion of the US$37,500,024 amendment option payment to be made by Canopy Growth.
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Headquartered in New York City, Acreage is a vertically integrated, multi-state operator of cannabis licenses and assets in the U.S. Acreage is dedicated to building and scaling operations to create a seamless, consumer-focused branded cannabis experience. Acreage debuted its national retail store brand, The Botanist in 2018 and its award-winning consumer brands, The Botanist and Live Resin Project in 2019.