FastForward Innovations Limited Investee Company Update: Nuuvera (4342F)
February 20 2018 - 9:26AM
UK Regulatory
TIDMFFWD
RNS Number : 4342F
FastForward Innovations Limited
20 February 2018
20 February 2018
FastForward Innovations Limited
("FastForward")
Investee Company Update:
NUUVERA ACQUIRES REMAINING 49% OF AVANTI RX
AMENDMENT TO ARRANGNEMENT AGREEMENT WITH APHIRA INC.
FastForward notes the announcement today by investee company
Nuuvera Inc. ("Nuuvera" (TSXV: NUU)), a public company formed to
capitalize on the global trend towards the legalisation of medical
cannabis, in which FastForward currently has a holding of 3.4%. The
announcement is set out below without material changes or
adjustments:
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.
About Nuuvera
CONTACTS:
FastForward Innovations Limited info@fstfwd.co
Sue Saunders/ Ian Burns
------------------------------------------------------------
Beaumont Cornish Limited (Nomad) Tel: +44 (0) 207 628 3396
James Biddle / Roland Cornish
------------------------------------------------------------
Optiva Securities Limited (Broker) Tel: +44 (0) 203 411 1881
Ed McDermott
------------------------------------------------------------
CAUTIONARY STATEMENT
The AIM Market of London Stock Exchange plc does not accept
responsibility for the adequacy or accuracy of this release. No
stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein. All
statements, other than statements of historical fact, in this news
release are forward-looking statements that involve various risks
and uncertainties, including, without limitation, statements
regarding potential values, the future plans and objectives of
FastForward Innovations Ltd. There can be no assurance that such
statements will prove to be accurate, achievable or recognizable in
the near term.
Actual results and future events could differ materially from
those anticipated in such statements. These and all subsequent
written and oral forward-looking statements are based on the
estimates and opinions of management on the dates they are made and
are expressly qualified in their entirety by this notice.
FastForward Innovations assumes no obligation to update
forward-looking statements should circumstances or management's
estimates or opinions change.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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