PharmaCielo's acquisition of Creso Pharma will
establish a global medicinal cannabis company, positioned to
rapidly develop new markets and grow sales in the expanded
footprint served by the combined company.
TORONTO, Oct. 2, 2019 /CNW/ - PharmaCielo
Ltd. ("PharmaCielo" or the "Company")
(TSXV:PCLO), is pleased to announce key developments in
respect of its friendly acquisition of Australian Securities
Exchange ("ASX") listed Creso Pharma Limited ("Creso
Pharma") originally announced on June 6,
2019. Creso Pharma has informed the Company that it has
received approval from the Supreme Court of Western Australia (the "Court") to
convene meetings of its shareholders and listed optionholders (the
"Meetings"), and if thought fit, to approve the Schemes of
Arrangement whereby PharmaCielo would acquire all of the issued and
outstanding shares and listed options of Creso Pharma (the
"Schemes of Arrangement"). The Meetings will be held on
November 11, 2019, beginning at
10:00am (Perth time).
The board of directors of Creso Pharma continues to
unanimously recommend that Creso Pharma Shareholders and the Creso
Pharma Optionholders vote in favour of the proposed Schemes of
Arrangement, in the absence of a superior proposal for Creso
Pharma.
David Attard, CEO of
PharmaCielo commented, "PharmaCielo's acquisition of Creso
Pharma, creates a combined company that has operational excellence
across the value chain. The quality and scale of PharmaCielo's
cultivation and extraction compliments Creso Pharma's product
development and extensive developed global sales channels. With the
Creso Pharma acquisition and our recently announced agreement to
export CBD into the United States,
2020 is going to be an exciting year for PharmaCielo
shareholders."
PharmaCielo expects that the combined company will be
well-positioned to drive significant value for both existing
PharmaCielo and Creso Pharma shareholders. Some highlights of the
benefits of this transaction include:
- The marriage of PharmaCielo's high quality medicinal
cultivation and processing capacity with Creso Pharma's established
sales access to 13 countries. Together, the combined company will
have sales access to expanded markets including: Australia, New
Zealand, Brazil,
Switzerland, Germany, France, the
Netherlands and the United
Kingdom.
- Creso Pharma's Swiss-led team has over 150 years of collective
experience in the Pharma, Food and Cannabis industries. PharmaCielo
has an established team of proven executives from the Pharma, Food
and Tobacco industries.
- Combination expands the range of proprietary strains currently
registered for commercial cultivation through the combination of
Creso Pharma's Israeli R&D cultivation facility with
PharmaCielo's Colombian R&D cultivation facility.
- Establishment of dual-market licensed cultivation and
processing facilities (Canada and
Colombia) will expand capacity for
import and export of CBD material and products and medicinal-grade
cannabis production and products to multiple global markets.
- Proprietary consumer products compliment PharmaCielo's current
portfolio of high-quality bulk isolates and full spectrum cbd oil
and its capacity to supply world-class bulk product for branded
product manufacturing.
- Creso Pharma has commercialized four proprietary branded
products in less than two years, including both human and animal
health focused CBD-based nutraceuticals and complementary feed
products.
- Creso Pharma expects to commercialize four additional products
in 2019 by adding both additional proprietary formulations and
delivery technologies to the "Swiss Made" GMP compliant, pharma
grade pipeline.
PharmaCielo has received conditional approval from the TSX
Venture Exchange for the issuance of common shares of PharmaCielo
to Creso Pharma Shareholders and Creso Pharma Optionholders in
order to effect the Schemes of Arrangement. The effective date of
the Schemes of Arrangement is expected to be November 13, 2019; and the closing date of the
acquisition is expected to be November 22,
2019.
About PharmaCielo
PharmaCielo Ltd. (TSXV:PCLO) is a global company, headquartered
in Canada, with a focus on ethical
and sustainable processing and supplying of all natural,
medicinal-grade cannabis oil extracts and related products to large
channel distributors. PharmaCielo's principal (and wholly owned)
subsidiary is PharmaCielo Colombia Holdings S.A.S., headquartered
at its nursery and propagation centre located in Rionegro,
Colombia.
The boards of directors and executive teams of both PharmaCielo
and PharmaCielo Colombia Holdings are comprised of a diversely
talented group of international business executives and specialists
with relevant and varied expertise. PharmaCielo recognized the
significant role that Colombia's
ideal location will play in building a sustainable business in the
medical cannabis industry, and the Company, together with its
directors and executives, is executing on a business plan focused
on supplying the international marketplace.
For further information:
www.PharmaCielo.com
About Creso Pharma
www.cresopharma.com
Creso Pharma brings
the best of cannabis to better the lives of people and animals. It
brings pharmaceutical expertise and methodological rigor to the
cannabis world and strives for the highest quality in its products.
It develops cannabis and hemp de-rived therapeutic, nutraceutical,
and life style products with wide patient and consumer reach for
human and animal health. Creso Pharma uses GMP development and
manufacturing standards for its products as a reference of quality
excellence with initial product registrations in Switzerland. It has worldwide rights for a
number of unique and proprietary innovative delivery technologies
which enhance the bioavailability and absorption of
cannabinoids.
Forward-Looking Statements
The above dates are indicative only and the actual date of
final Court hearing, the effective date, and the closing date are
contingent on many factors outside the control of PharmaCielo,
including the Court approval process, receiving requisite approval
from the securityholders of Creso Pharma, and the satisfaction or
waiver of the conditions precedent to the completion of the Schemes
of Arrangement by each of PharmaCielo and Creso Pharma, the
combination of operations of the Israeli R&D cultivation
facility with Colombia R&D cultivation facility,
This press release contains forward-looking statements.
Forward-looking statements can be identified by the use of words
such as, "expects", "is expected", "intends", "believes", or
variations of such words and phrases or state that certain actions,
events or results "may" or "will" be taken, occur or be achieved.
Forward-looking statements include that the Meeting will take
place, that PharmaCielo and Creso Pharma will both be able to
satisfy the conditions of the Schemes of Arrangement, that the
required approvals for the Share Scheme and the Option Scheme will
be received from the Creso Pharma Shareholders and Creso Pharma
Optionholders, respectively, that the Court will grant final
approval for the Schemes of Arrangement and the anticipated timing
of the effective date of the and the closing date of the
acquisition, the anticipated commercialization of four
additional products in 2019 by Creso Pharma, Forward-looking
statements are not a guarantee of future performance and are based
upon a number of estimates and assumptions of management in light
of management's experience and perception of trends, current
conditions and expected developments, including assumptions that
there will be no unexpected obstacles that prevent Creso Pharma
from calling the Meeting, that Creso Pharma and PharmaCielo will be
able to satisfy or waive all necessary conditions of the Schemes of
Arrangement under the Scheme Implementation Agreement, that Creso
Pharma will receive sufficient approval from the Creso Pharma
Shareholders of the Share Scheme and from the Creso Pharma
Optionholders of the Option Scheme, that the companies will be ale
to successfully integrate their respective operations and
management teams, the financial stability of the companies, and
current and future trends with respect to the cannabis
industry.
Although PharmaCielo has attempted to identify important
factors that could cause actual results, performance or
achievements to differ materially from those contained in the
forward looking statements, there can be other factors that cause
results, performance or achievements not to be as anticipated,
estimated or intended, including, but not limited to: dependence on
obtaining regulatory approvals; investing in target companies or
projects which have limited or no operating history change in laws;
limited operating history; reliance on management; requirements for
additional financing; competition; hindering market growth and
perception of the medical-use and adult-use marijuana industry and
regulatory or political change. There can be no assurance that such
information will prove to be accurate or that PharmaCielo's
management's expectations or estimates of future developments,
circumstances or results will materialize. As a result of these
risks and uncertainties, the results or events predicted in these
forward-looking statements may differ materially from actual
results or events. Except as required by law, PharmaCielo
undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
SOURCE PharmaCielo Ltd.