DETROIT and TORONTO – Gage Growth Corp. (CSE: GAGE), a cannabis brand and operator in Michigan, reminds the shareholders of Gage to cause their subordinate voting share and super voting shares to be voted in connection with the upcoming special meeting of Company Shareholders on November 11, 2021 at 10:00 a.m. (Toronto time). The Meeting will be held via live webcast at http://web.lumiagm.com/252578815. The deadline for Company Shareholders to vote by proxy is 10:00 a.m. (Toronto time) on November 9, 2021.
At the Meeting, Company Shareholders will be asked to vote on the proposed acquisition by TerrAscend Corp. of all of the outstanding Company Subordinate Voting Shares by way of a plan of arrangement under Section 192 of the Canada Business Corporations Act based on an arrangement agreement between the Company and TerrAscend dated August 31, 2021, as amended effective October 4, 2021. If the Arrangement becomes effective, the Company Shareholders will ultimately be entitled to 0.3001 of a TerrAscend common share for each Company Subordinate Voting Share held, subject to adjustment in accordance with the Arrangement Agreement. For more information regarding the Arrangement, please see the management information circular of the Company dated October 12, 2021 prepared in connection with the Meeting, which is available on the Company’s SEDAR profile at www.sedar.com.
The Circular contains certain important information, including a description of the key terms and conditions of the Arrangement and a summary of certain risk factors relating to the Arrangement. The Circular also includes the background, the main benefits and transaction rationale that led to the disinterested members of the Gage board of directors to recommend the Arrangement to the Company Shareholders and their reasons for doing so.
After consultation with its financial and legal advisors, and on the unanimous recommendation of the independent special committee of the Gage Board, the disinterested members of the Gage Board unanimously: (i) determined that the Arrangement is in the best interests of the Company; (ii) determined that the consideration payable to the Company Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders; (iii) approved the Arrangement, the Arrangement Agreement and the Company’s performance of its obligations thereunder; and (iv) resolved to recommend that the Company Shareholders vote FOR the resolution authorizing the Arrangement.
In order for the Arrangement to be effective, the Arrangement must be approved by at least two-thirds (66 2/3%) of the votes cast by Company Shareholders, present or represented by proxy at the Meeting and entitled to vote. In addition, the Arrangement must be approved by a simple majority of the Company Shareholders present or represented by proxy at the Meeting and entitled to vote, excluding Gage shares directly or indirectly held or controlled by Mike Hermiz, Jason Wild and Richard Mavrinac in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Arrangement is also subject to certain other conditions, including (i) the approval of the Ontario Superior Court of Justice (Commercial List), (ii) approval of a simple majority of the TerrAscend shareholders (excluding for these purposes any TerrAscend shares directly or indirectly held or controlled by Jason Wild and Richard Mavrinac) in accordance with MI 61-101, and (iii) the receipt of certain cannabis regulatory approvals in the State of Michigan.
It is expected that the Arrangement will be completed as soon as possible after receipt of the applicable shareholder, court and other regulatory approvals and satisfaction or waiver of all other conditions in the Arrangement Agreement. However, it is not possible to state with certainty when or if the closing of the Arrangement will occur.
In addition to the disclosure set out in the Circular regarding the background and transaction rationale that led to the disinterested members of the Gage Board to recommend the Arrangement, the Company would like to provide the following additional disclosure.
As discussed under the heading “The Arrangement – Background to the Arrangement” in the Circular, during the months of February and March 2021, Gage and TerrAscend had initial discussions around various strategic transaction alternatives and performed initial site visits at certain of their respective cultivation facilities; however, discussions remained preliminary in nature at this stage as Gage was focused on completing its direct listing on the Canadian Securities Exchange. Following the listing of the Company Subordinate Voting Shares on the CSE, representatives from Gage, including Fabian Monaco, David Watza, Mike Hermiz and Rami Reda, reengaged in discussions with representatives from TerrAscend. Gage was provided with a draft non-binding letter of intent on May 10, 2021, which included certain indicative terms of the proposed Arrangement. Upon receipt of the draft Letter of Intent, management of the Company disclosed the draft Letter of Intent to the disinterested members of the Company Board.
The discussions between TerrAscend and Gage continued in meetings held in-person on May 12 and 13, 2021 in Michigan, with representatives of Gage and TerrAscend in attendance. During these meetings, the merits of a proposed acquisition of Gage by TerrAscend were discussed, as were the proposed indicative terms of the Letter of Intent, including a preliminary proposed pro-forma ownership calculation, in the context of a potential acquisition of all of the outstanding securities of Gage by TerrAscend in an all-stock transaction. Given the non-binding and speculative nature of the draft Letter of Intent, the Gage Board was comfortable with aforementioned persons taking the primary responsibility for the negotiation of the Letter Intent, with the appropriate oversight and approval from the rest of the disinterested members of the Gage Board.
Promptly following the execution of the Letter of Intent, the Company Board formed the Company Special Committee, consisting of Bruce Linton and Dr. Rana Harb, who were independent directors of Gage, to supervise the negotiation of the proposed Arrangement. As further disclosed in the Circular, the Company Special Committee closely oversaw the extensive negotiations over the course of the following three and half months, which culminated with the execution of the Arrangement Agreement on August 31, 2021.
Prior to the Arrangement Agreement being signed by the Parties, the Company Special Committee (including Dr. Harb, the independent member of the Company Special Committee with respect to Mr. Linton) was provided with and assessed information relating to the value of the benefits that certain related parties of Gage (including Mr. Linton) are entitled to receive as a result of the Arrangement. The information reflected the fact that the 30,000 restricted units of Company held by Mr. Linton would, in accordance with the terms of the Arrangement Agreement, automatically vest (regardless of other vesting conditions) on the closing of the Arrangement (along with all other Company RSUs issued and outstanding as of the closing date). Such benefit was calculated, using customary methodology, to be less than 5% of the consideration that Mr. Linton is entitled to receive pursuant to the Arrangement. In connection with its recommendations regarding the approval of the Arrangement, the Company Special Committee determined that the only person expected to receive a “collateral benefit” pursuant to the Arrangement was Mike Hermiz (all as further disclosed in the Circular). Given that the value of the benefit to be received by Mr. Linton was below the requisite threshold discussed above, Mr. Linton was not determined to be receiving a “collateral benefit” in reliance on clause (c)(iv)(B) of the definition of “collateral benefit” set out in MI 61-101. No value was ascribed to the anticipated repayment of the C$1.4 million unsecured debentures held by Mr. Linton, as such Company Debentures were expected to be repaid in accordance with their terms prior to the closing of the Arrangement. Subsequent to the execution of the Arrangement Agreement, the repayment period of such Company Debentures was extended (and is now expected to occur concurrent with the closing of the Arrangement). No additional benefits were conferred on the holders of the Company Debentures in connection with such extension and all holders of Company Debentures will continue to be treated pari passu.
For more information regarding the Company Special Committee’s determinations with respect to the value of the benefits that certain related parties of Gage, other than Mr. Linton, are entitled to receive as a consequent of the Arrangement, see the sections entitled “The Arrangement – Interests of Certain Persons in the Arrangement” and “Securities Law Matters – Securities Laws – Application of Multilateral Instrument 61-101” in the Circular.
Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. While legal in certain states, cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation.
Explanatory Note Regarding the Company‘s Operations
References in this news release to the Company and its operations and portfolio are inclusive of the operations and assets of certain licensed cannabis operators that operate under the Gage brand pursuant to contractual arrangements with the Company. For additional information, please refer to the Company’s long form prospectus dated March 26, 2021 and other disclosure documents available on the Company’s profile at www.sedar.com.
Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions, and include, but are not limited to statements with respect to the anticipated completion of the Arrangement and the satisfaction of closing conditions of the Arrangement which include, without limitation: (i) required court and Gage and TerrAscend shareholder approvals, (ii) obtaining the necessary approvals from the CSE for the listing of the TerrAscend securities issuable in connection with the Arrangement; (iii) the required state and municipal regulatory approvals; and (iv) other approvals and closing conditions contained in the Arrangement Agreement; and statements with respect to the anticipated effects and benefits of the Arrangement. Forward-looking information is not a guarantee of future performance and is 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, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information including, but not limited to, those risks disclosed in the Company’s most recently filed management’s discussion and analysis and other disclosure documents available on the Company’s profile at www.sedar.com. The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
(This information is primarily sourced from Gage Growth Corp. Highly Capitalized has neither approved nor disapproved the contents of this news release. Read our Disclaimer here).