Wayland Group Corp. (CSE:WAYL) (“
Wayland” or the
“
Company”) today announced that Wayland, Maricann
Inc. (“
Maricann”) and Nanoleaf Technologies Inc.
(collectively, the “
Wayland Group”) have scheduled
a motion (the “
Motion”) to be heard on April 17,
2020 before the Ontario Superior Court of Justice (Commercial List)
in the Companies’ Creditors Arrangement Act proceedings of the
Wayland Group (the “
CCAA Proceedings”). Pursuant
to the Motion, the Wayland Group will seek an order approving a
potential sale transaction (the “
Potential
Transaction”) whereby all issued and outstanding
shares (the “
Shares”) of Maricann and certain
other property of Wayland Group would be acquired by Ring
International Holding AG (“
Ring”) or an affiliate
to be determined by Ring (the applicable entity being the
“
Purchaser”) for a purchase price of up to CAD
$12,400,000, that would be payable as follows:
- the Purchaser will pay the sum of CAD $8,400,000 in cash on
closing of the Potential Transaction (the “Cash
Payment”); and
- in addition to the Cash Payment, the following conditional
payments may become payable by the Purchaser following closing:--
up to CAD $1,300,000 may be paid, subject to continuity of
Maricann’s Health Canada and EU-GMP licenses on acceptable terms;
and-- up to CAD $2,700,000 may be paid based on future earnings of
Maricann based on key performance indicators.
No definitive agreement has been entered into
with respect to the Potential Transaction.
Pursuant to the Motion, the Wayland Group will
also seek an order authorizing PricewaterhouseCoopers Inc., in its
capacity as monitor (the “Monitor”) in the CCAA
Proceedings to initiate a liquidation of the Wayland Group’s
property (including Maricann’s property in the event that the
Potential Transaction does not close).
Additional information regarding the Motion and
the Potential Transaction is available at the Monitor’s website at
www.pwc.com/ca/wayland.
About Wayland Group Corp.
Wayland is a vertically integrated cultivator
and processor of cannabis. Wayland was founded in 2013 and is based
in Burlington, Ontario, Canada and Munich, Germany.
Forward Looking Information
This news release includes forward-looking
information and statements, which may generally be identified by
the use of the words “will”, “would be”, “conditional” and
variations or similar expressions which include, but are not
limited to, information and statements regarding or inferring the
future business, operations, financial performance, prospects, and
other plans, intentions, expectations, estimates, and beliefs
including, without limitation, that the Wayland Group will seek the
Motion, that a definitive agreement in respect of the Potential
Transaction may be entered into, that the Potential Transaction may
be completed, the amount and timing of the consideration to be paid
under the Potential Transaction and the anticipated consequences if
the Potential Transaction does not close.
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 of Wayland to be materially
different from future events, results, performance, and
achievements expressed or implied by forward-looking information
and statements herein. Such assumptions, risks, uncertainties and
other factors include, but are not limited to, that a definitive
agreement with respect to the Potential Transaction will be entered
into on the terms or timeline anticipated by Wayland or at all;
that the DIP lender and the Monitor will consent to the Potential
Transaction; that the Court will approve the Potential Transaction
in the manner and on the timelines anticipated by Wayland or at
all; that the conditions to the consummation of the Potential
Transaction will be satisfied or waived on a timeline acceptable to
Wayland or at all; that the hearing will occur on the date
anticipated by Wayland or at all; that Wayland will receive the
consideration and other benefits expected to be received or
realized from the Potential Transaction in the manner and on the
timelines anticipated by Wayland or at all; and that the Potential
Transaction will be consummated on the terms currently contemplated
and on a timeline acceptable to Wayland or at all.
Although Wayland believes 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. In particular, the
completion of the Potential Transaction is subject to a number of
conditions and uncertainties (including those noted above) and
Wayland can offer no assurance that the Potential Transaction will
be completed on the terms, conditions and timelines anticipated by
Wayland or at all, and Wayland expects that the consequence of any
failure to consummate the Potential Transaction on such terms,
conditions and timelines would result in a liquidation of the
Wayland Group’s property by the Monitor. Any forward-looking
information and statements herein are made as of the date hereof,
and except as required by applicable laws, Wayland assumes no
obligation and disclaims 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,
changes in the CCAA Proceeding or otherwise, except as required by
applicable laws.
The Canadian Securities Exchange has not
reviewed, approved or disapproved the content of this news
release.
For more information regarding the
Company’s CCAA Proceedings
For more information and copies of documents
relating to the CCAA Proceedings, please refer to the Monitor’s
website at www.pwc.com/ca/wayland
Additional enquiries for the Monitor may be
directed to:
PricewaterhouseCoopers Inc. In its capacity as
Court-appointed Monitor of Wayland Group Corp., Maricann Inc., and
NanoLeaf Technologies Inc.
Telephone: 416-687-8534 Email:
cmt_processing@ca.pwc.com Contact: Tammy Muradova, PwC
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