Emblem

Overview

Aleafia Health Inc. (TSXV:ALEF) (“Aleafia” or the “Company”) and Emblem Corp. (TSXV:EMC, OTCQX:EMMBF) (“Emblem”) announced on December 19th, 2018 that they entered into a definitive agreement (the “Agreement”) under which Aleafia will acquire, by way of a plan of arrangement under the Canada Business Corporations Act, all of Emblem’s issued and outstanding common shares in an all-share transaction currently valued at approximately $173.2 Million (the “Transaction”).

The Agreement called for Emblem shareholders to receive 0.8377 of an Aleafia common share (each whole share, an “Aleafia Share”) in exchange for each Emblem common share (each, an “Emblem Share”), representing the equivalent of $1.21 per Emblem Share and a premium of 27.0% based on the closing prices of Aleafia and Emblem Shares on the TSX Venture Exchange (“TSXV”) on December 18, 2018. When the Transaction is completed, it is expected that existing Aleafia and Emblem shareholders will own approximately 59.0% and 41.0% of Aleafia, respectively, on a fully diluted in-the-money basis. The Transaction has been unanimously approved by Emblem’s Special Committee and Board of Directors.

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