Transaction to provide public currency and
financial flexibility to leverage High Times’ brand recognition in
the growing cannabis industry
- High Times is publisher of HIGH TIMES®
magazine and a leading voice of the cannabis community since
1974.
- Multi-platform business model positions
High Times to capitalize on the rapidly expanding legalization of
cannabis in the United States and around the world.
- High Times existing equity valued at
approximately $250 million in the merger.
Hightimes Holding Corp. (“High Times”), publisher of HIGH TIMES®
magazine and a leading voice of the cannabis community since 1974,
and Origo Acquisition Corporation (NASDAQ: OACQ) (“Origo”), a
special purpose acquisition company, announced that they have
entered into a definitive merger agreement. Upon closing of the
transaction, High Times will be a publicly traded company.
High Times will utilize its public company status, diversified
revenue streams, established and trusted brand name, and deep
grassroots following to capitalize on the ongoing, orderly
conversion of the U.S. marijuana black market to a legal and
regulated national industry.
High Times Business
Overview
High Times is a diversified media, information services and live
entertainment company focused on creating and distributing
authoritative and engaging cannabis-related content. High Times is
an iconic culture brand encompassing a venerated magazine, a
website that is a cultural and e-commerce destination as well as a
respected news outlet, mobile applications and well-attended
Cannabis Cup trade shows. High Times was founded in 1974 as a
magazine and recently celebrated its 500th print issue. High Times’
expanding product and licensing deals will allow it to translate
viewer passion into product sales with real-time transactions
fueling fan engagement. Moreover, the ever-growing list of states
legalizing the use of marijuana for medicinal and recreational
purposes has increased demand for educational and social events
such as High Times’ Cannabis Cup events.
Historically, High Times has been under-capitalized and unable
to take advantage of broad opportunities in cannabis-related
digital media, e-Commerce, branding and licensing. However, in 2017
Oreva Capital, which is led by Adam Levin, gained control of High
Times and began to position the company to better capitalize on its
robust future growth. We believe that the merger with Origo will
substantially improve High Times’ balance sheet and provide
additional future growth capital. High Times operates through three
primary segments, each of which is expected to achieve revenue
growth in 2017.
- Events: large-scale festivals
and tradeshows targeting consumers and businesses in the cannabis
space. High Times hosts multiple events on an annual basis
throughout the U.S. where cannabis is legal.
- Cannabis Cup is a large-scale music and
product festival with judged product competitions, the winners of
which are awarded a Cannabis Cup, a coveted award in the cannabis
industry. Additionally, High Times organizes other events such as
concerts, trade shows and cruises.
- As legalization continues to open new,
larger and expanded markets for Cannabis Cup, management is
planning select, larger-scale events in new and existing
geographies.
- Licensing: branded content,
merchandise and apparel utilizing High Times’ recognizable IP.
- Current opportunities involve broader
media projects outside of High Times’ traditional media space,
clothing and branded accessories, and cannabis-related
accessories.
- Media: print and digital/social.
- Print: as High Times’ initial product
offering in 1974, the High Times Magazine has become the definitive
resource for all things cannabis, from cultivation and legalization
to entertainment and culture. Currently, High Times generates print
media revenue through subscriptions, newsstand purchases, and ad
sales.
- Digital/social: High Times has
developed an in-depth digital media strategy consisting of an
online magazine, video content, e-Commerce platforms, and social
media engagement.
Given the rapidly expanding acceptance and legalization of
cannabis, High Times believes access to capital and an elevated
profile via its anticipated public company listing will enable it
to expand its brand, and fund new business opportunities that
leverage nationwide medical and recreational usage initiatives.
High Times’ growth strategy includes the following:
- Leveraging the High Times brand name by
offering licensing and branding opportunities to events,
dispensaries, lounges / hotels, retail stores, seed companies, and
consumer product companies.
- Aggregating and monetizing new and
existing enthusiast content using High Times’ marquee-branded,
affinity-based digital platforms offering e-Commerce, social media,
advertising and data collection.
- Expanding High Times-branded Events and
Cannabis Cup competitions, with dates planned in both new and
existing geographies.
- Utilizing traditional media as a
continuity play, driving consumers to High Times online and
enhancing branded licensed products.
- Creating the definitive destination for
cannabis knowledge through the development of Education and
Distance Learning.
- Pursuing accretive acquisitions that
enhance cash flow, increase site traffic and content, and extend
branding opportunities.
Adam Levin, Chief Executive Officer of High Times, stated, “High
Times is one of few household names in the cannabis industry. We
believe that the barriers to entry are substantial, given the
respect and trust associated with our brand that comes from
informing and entertaining people for over 40 years. As a leading
authority in a rapidly growing and evolving industry, we believe
the public market is the best vehicle for capturing and funding
substantial market opportunities and championing the innovations
emerging across the globe in this industry.”
Edward J. Fred, Chief Executive Officer of Origo, stated, “We
believe High Times has an important mix of qualities essential for
success. High Times is a highly-recognized brand in a rapidly
growing industry that has a very engaged base and increasing
opportunities to leverage that following.”
High Times’ management team, led by Mr. Levin, will continue to
run the combined company post-transaction.
Summary of Transaction
Origo will acquire 100% of the equity of High Times in exchange
for 23,474,178 newly-issued shares of Origo. At closing and
assuming no Origo shareholder redemptions, current shareholders of
High Times and Origo will hold approximately 83% and 17%,
respectively, of the issued and outstanding shares of the publicly
traded company’s common stock. Two current members of the Origo
Board, or their designees, will join High Times as independent
directors.
The Boards of Directors of both High Times and Origo have
unanimously approved the proposed transaction. Completion of the
transaction is subject to approval by shareholders of High Times
and Origo and other customary closing conditions.
For additional information on the transaction, see Origo’s
Current Report on Form 8-K, which will be filed promptly and which
can be obtained, without charge, at the Securities and Exchange
Commission’s internet site (http://www.sec.gov).
EarlyBirdCapital, Inc. (“EBC”) served as financial advisor to
Origo. CKR Law LLP acted as legal advisor to High Times and
Ellenoff Grossman & Schole LLP acted as legal advisor to
Origo.
Additional Information and Where to
Find It
Origo intends to file a proxy statement, prospectus and other
relevant documents with the Securities and Exchange Commission
(“SEC”) to be used at its special meeting of shareholders to
approve the proposed transaction with High Times. The proxy
statement will be mailed to shareholders as of a record date to be
established for voting on the proposed business combination.
INVESTORS AND SECURITY HOLDERS OF ORIGO AND HIGH TIMES ARE URGED TO
READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of the proxy statement,
prospectus and other documents containing important information
about HTHC and Origo once such documents are filed with the SEC,
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed
with the SEC by Origo when and if available, can be obtained free
of charge by directing a written request to Origo Acquisition
Corporation, 708 Third Avenue, New York, New York 10017.
Participants in the
Solicitation
Origo, High Times, EBC and their respective directors and
executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Origo’s shareholders
in connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names
and interests in the proposed transaction of Origo’s directors and
officers in Origo’s filings with the SEC, including Origo’s Annual
Report on Form 10-K for the fiscal year ended November 30, 2016,
which was filed with the SEC on January 18, 2017. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to Origo’s shareholders
in connection with the proposed business combination will be set
forth in the Registration Statement for the proposed business
combination when available.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Hightimes Holding
Corp.
Hightimes Holding Corp. is publisher of HIGH TIMES® magazine and
a leading voice of the cannabis community since 1974. High Times is
a diversified media, information services and live entertainment
company focused on creating and distributing authoritative and
engaging content related to cannabis. High Times is an iconic
culture brand encompassing a venerated magazine, a website that is
a cultural and e-commerce destination as well as a respected news
outlet, mobile applications and well-attended Cannabis Cup trade
shows.
About Origo Acquisition
Corporation
Origo Acquisition Corporation is a public investment vehicle
formed for the purpose of effecting a merger, acquisition or
similar business combination. Origo is led by Chief Executive
Officer Edward J. Fred, Chief Financial Officer Jose M. Aldeanueva
and Directors Stephen B. Pudles, Jeffrey J. Gutovich and Barry
Rodgers. Origo’s securities are quoted on the Nasdaq stock exchange
under the ticker symbols NASDAQ: OACQ, OACQU, OACQR and OACQW.
Cautionary Note Regarding Forward
Looking Statements
This press release includes “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the control of Origo and High Times’ management, that could cause
actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include:
the inability to complete the transactions contemplated by the
proposed business combination; the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, the amount of cash
available following any redemptions by Origo shareholders; the
nature of High Times’ business in the regulated cannabis industry
and the effects of enforcement of federal and state laws relating
to cannabis; the ability to meet the listing standards of a
national securities exchange following the consummation of the
transactions contemplated by the proposed business combination;
costs related to the proposed business combination; High Times’
ability to execute on its plans to grow its business and the timing
of such plans and related initiatives; High Times’ estimates of the
size of the markets for its products and services; the rate and
degree of market acceptance of High Times’ products and services;
the success of other competing companies; and general economic and
market conditions impacting demand for High Times’ products and
services. Other factors include the possibility that the proposed
transaction does not close, including due to the failure to receive
required shareholder approvals, or the failure of other closing
conditions. Neither Origo nor High Times undertakes any obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170727005418/en/
Hightimes Holding Corp.Adam LevinChief Executive
Officeradam@hightimes.comorOrigo Acquisition Corp.Edward J.
FredChief Executive Officerejfred22@verizon.netorInvestor
RelationsThe Equity GroupLena Cati, 212-836-9611Vice
Presidentlcati@equityny.comorDevin Sullivan, 212-836-9608Senior
Vice Presidentdsullivan@equityny.comorMedia:High Times Media
Team516-996-4200mediateam@hightimes.com
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