Canopy Growth Enters into Agreement to Acquire Mettrum

SMITHS FALLS, ON and TORONTO, Dec. 1, 2016 /CNW/ – Canopy Growth Corporation (TSX: CGC) (“Canopy Growth” or the “Company”) and Mettrum Health Corp. (TSXV:MT.V) are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Canopy Growth will acquire all of the issued and outstanding shares of Mettrum (the “Arrangement”), creating a world-leading diversified cannabis company with six licensed facilities, and a licensed production footprint of approximately 665,000 sq. ft., with significant acreage for expansion.

• Significant additional production capacity and brand diversification to Canopy Growth, Canada’s leading cannabis company
• Canopy Growth will add two national brands to its portfolio, increasing its production platform to 665,000 sq. ft., and furthering its position as a domestic and global leader.
• Acquisition provides Canopy Growth with a full-spectrum product offering including expansion of medically-focused & lifestyle brands and the addition of a natural hemp brand.
• Acquisition rounds out best in class management with significant industry experience.
• Acquisition allows for sharing of best practices and production standards, with the potential to reduce costs and realize revenue synergies.
• Mettrum shareholders to receive 0.7132 common shares (the “Exchange Ratio”) of Canopy Growth for each common share of Mettrum.

The total transaction is valued at approximately C$430 million and will be satisfied by the issuance of common shares in Canopy Growth. Under the terms of the Arrangement Agreement, Mettrum shareholders will be entitled to receive 0.7132 common shares of Canopy Growth for each common share of Mettrum, representing consideration of C$8.42 per Mettrum common share based on the closing price of Canopy Growth common shares on the Toronto Stock Exchange (“TSX”) on November 30, 2016. Upon completion of the Arrangement, existing Canopy Growth and Mettrum shareholders are expected to own approximately 77.7% and 22.3%, respectively, of the pro forma company.
Strategic Rationale
Dominant Market Position: Post-acquisition, Canopy Growth will continue to fortify its position as the largest medical marijuana company in Canada and as a global leader with total licensed production square footage of approximately 665,000 sq. ft., with significant acreage for additional expansion.
Expanded and Diversified Portfolio of Nationally Recognized Cannabis and Hemp Brands: The combined company will bring together Mettrum’s simple, recognizable and proven Mettrum Spectrum brand, with the pure medically-focused brand of Bedrocan Canada and the approachable, lifestyle-focused brand of Tweed. On the hemp side of the business, the integration of Mettrum Originals with Canopy Growth’s recently acquired hemp.ca platform will solidify Canopy Growth’s position in the hemp market.

Cost and Revenue Synergies: The Company expects to realize improved supply chain management and back office efficiencies, cross-selling to customers given broader product offerings and combined research capabilities.
Industry-Leading Management Team: The combined company will have best in class management with significant and diverse industry experience.
Well-Capitalized for Further Global Growth: Post acquisition, Canopy Growth’s cash balance of approximately $68 million positions the Company with one of the strongest balance sheets in the industry and leaves the Company well-funded for expansion and product development initiatives.
Enhanced Financial Scale and Presence: A widely-recognized and scalable platform to attract additional patients and to position the Company favourably within all distribution channels.
“From day one, Canopy Growth has viewed production capacity, brand diversity, and highly-skilled management as the foundational aspects of our business,” said Bruce Linton, Chairman and CEO of Canopy Growth. “Mettrum has established a line of cannabis products that work well in a medical context and will transition naturally into a natural and healthy lifestyle market. Their substantial production facilities will add to our growing production platform as we expand to meet the needs of patients, and their experienced personnel will help Canopy Growth drive our vision forward to the next level.” Added Linton: “Both Canopy Growth and Mettrum have proven themselves with Canadian patients; and together we intend to make our industry-leading product and service offering even stronger, while developing our common hemp objectives.”
“Canopy Growth and Mettrum have enjoyed a collaborative industry relationship working on a number of patient and industry advocacy efforts,” said Michael Haines, CEO of Mettrum. “Combining our companies’ complimentary market strengths, and management expertise, should result in a more dynamic company well-positioned for emerging recreational and international opportunities.”
Read the full press release.
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