/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 20, 2018 /CNW/ - Nuuvera Inc. (the
"Company" or "Nuuvera") (TSXV:NUU) today announces
that it has entered into a letter of intent to acquire the
remaining 49% minority interest of Avanti Rx Analytics Inc.
("Avanti"), a subsidiary of the Company, from a single
minority shareholder. As part of the acquisition, the Company also
anticipates acquiring Avanti's facility at 135 Devon Road,
Brampton, Ontario (together, the
"Avanti Transaction"). Total consideration for the Avanti
Transaction is expected to be approximately $43 million.
Ronald Schmeichel, Chairman of
Nuuvera, said, "the acquisition of Avanti is an important step in
the history of Nuuvera and is expected to result in synergies at
the combined Nuuvera / Aphria which will enhance the value of the
Arrangement to shareholders of Nuuvera."
Accordingly, in order to fund the Avanti Transaction, Nuuvera
and Aphria Inc. ("Aphria") have agreed to amend the
previously announced arrangement agreement (the "Arrangement
Agreement") to reduce both the required level of unrestricted
cash and the cash consideration payable to holders of the Company's
common shares (each a "Nuuvera Share"). The consideration
has been reduced from $1.00 in cash
plus 0.3546 of an Aphria common share (an "Aphria Share")
for each Nuuvera Share to $0.60 in
cash plus 0.3546 of an Aphria Share for each Nuuvera Share provided
that the cash consideration will be increased to the extent the
Company's unrestricted cash exceeds the revised required level (the
"Amendment"). All other terms of the Arrangement Agreement
remain substantially unaffected.
As previously announced, Aphria had secured irrevocable hard
lock-ups (the "Lock-Ups") from Nuuvera shareholders (the
"Lock-Up Shareholders") representing approximately 57% of
the then current outstanding Nuuvera Shares to vote in favour of
the Arrangement Agreement. In connection with the Amendment, Aphria
had sought and received the consent from certain of
the Lock-Up Shareholders that, together with Nuuvera Shares
already owned by Aphria, represent over 65% of the current
outstanding Nuuvera Shares, and over 57% of the "minority
shareholders", to permit the reduction of consideration under the
Arrangement Agreement.
In connection with the Amendment, the board of directors of
Nuuvera (the "Board") has obtained legal and financial
advice, including a fairness opinion from Canaccord Genuity Corp.,
that, as of February 19, 2018, and
subject to the assumptions made, matters considered and limitations
and qualifications on which such opinions are based, the
consideration to be received by Nuuvera shareholders is fair, from
a financial point of view, to such shareholders (other than
Aphria). The Board has reaffirmed its recommendation that
shareholders vote in favour of the resolution to approve the plan
of arrangement at the special meeting of shareholders currently
scheduled to take place on March 20,
2018.
About Nuuvera
Nuuvera is a global cannabis company founded on Canadian
principles, and built with the whole world in mind. Nuuvera is
currently working with partners in Germany, Israel and Italy, and is exploring opportunities in
several other countries, to develop commercial production and
global distribution of medical grade cannabis in legalized markets.
Through its subsidiaries, ARA – Avanti and Avalon Pharmaceutical
Inc., Nuuvera holds a Dealer License (GMP) under the Narcotic
Control Regulations and Office of Controlled Substances. Nuuvera is
currently in the final stages of the Health Canada review process
to become a Licensed Producer of medical marijuana under the ACMPR,
and has recently received its "letter to build" approval.
For more information on Nuuvera, please visit:
www.nuuvera.com
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding
Nuuvera and its business. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans",
"is expected", "expects", "scheduled", "intends", "contemplates",
"anticipates", "believes", "proposes" or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Such statements are based
on the current expectations of the management of Nuuvera. The
forward-looking events and circumstances discussed in this release
include, but are not limited to, the anticipated synergies
associated with the acquisition of Avanti and the impact it will
have on the value of the Arrangement to shareholders of Nuuvera,
the Company's cash, the acquisition of 135 Devon Road, the
consideration for the Avanti Transaction, the amount of
consideration payable under the Arrangement and the timing of the
special meeting of shareholders. Such forward-looking events and
circumstances may not occur by certain specified dates or at all
and could differ materially as a result of known and unknown risk
factors and uncertainties affecting Nuuvera, including risks
regarding the cannabis industry, failure to obtain regulatory
approvals, economic factors, the equity markets generally and risks
associated with growth and competition. Although Nuuvera has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended. No forward-looking statement
can be guaranteed. Except as required by applicable securities
laws, forward-looking statements speak only as of the date on which
they are made Nuuvera undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. The TSX Venture Exchange has in no way
passed upon the merits of the transaction and has neither approved
nor disapproved the content of this press release.
SOURCE Nuuvera Inc.