Lawsuit Targets Aurora Cannabis, Locked Up Shareholders, Two CanniMed Directors and Canaccord Genuity Group
CanniMed Therapeutics Inc. (TSX: CMED) (“CanniMed”) today filed a lawsuit in the Ontario Superior Court of Justice alleging breach of confidentiality, intentional interference with economic relations, conversion, breach of contract and other allegations pursuant to the Securities Act (Ontario). The lawsuit also alleges that Aurora Cannabis Inc. (“Aurora”), several large shareholders of CanniMed (Golden Opportunities Fund Inc., SaskWorks Venture Fund Inc., Apex Investment Limited Partnership and Vantage Asset Management Inc.), Westcap Mgt. Ltd., PFM Capital Inc., Canaccord Genuity Group Inc., and others, participated in a civil conspiracy intended to injure the economic interests of CanniMed.
Additionally, CanniMed is seeking personal damages against one current and one former member of the CanniMed board, Doug Banzet and Robert Duguid, for their alleged involvement in the civil conspiracy and for breaching their fiduciary duties by failing to act in the best interests of CanniMed and its shareholders and instead acting out of self-interest and/or for the benefit of other corporations for which they are also directors. Mr Banzet is the CFO of Golden Opportunities Fund and COO of Westcap Mgt. Mr Duguid is founding partner of SaskWorks Venture Fund, partner at PFM Capital, and Vice President, Investments at Apex Investment Fund.
The action (which has yet to be served), claims damages in the amount of $725 million resulting from defendants’ unlawful actions that have negatively affected the appreciation of the value of common shares of CanniMed and prevented CanniMed from pursuing alternative change of control transactions for the benefit of the CanniMed shareholders.
“Aurora knew, or should have known, that the information obtained and utilized to design and launch their hostile bid was obtained inappropriately. As a result of Aurora’s use of this confidential information, CanniMed shareholders have been disadvantaged and deprived of seeing the full value of their shares. These bad actors, working in concert, have done the company and other shareholders a significant disservice and we can’t let them get away with this. I urge all shareholders NOT to tender to Aurora’s hostile bid and to vote YES (Green) for CanniMed’s acquisition of the Newstrike Resources Ltd.,” said Brent Zettl, President and CEO, CanniMed.
VOTE GREEN. DO NOT TENDER.
The CanniMed Board and management will vote their GREEN proxies in support of CanniMed’s acquisition of Newstrike Resources Ltd (the “Newstrike Acquisition”) and will not tender to Aurora’s bid. The Board strongly recommends shareholders join them in doing the same, no matter how many shares are owned. Here’s how:
1. To vote FOR the Newstrike Acquisition vote GREEN. Follow the instructions on the GREEN VIF or form of proxy by January 19th, 2018 at 10:00 am (EST). Shareholders with questions or need help voting should call Kingsdale Advisors toll-free at 1-888-518-1554 or by email at firstname.lastname@example.org.
2. Ignore and recycle any Blue proxy forms received.
3. To reject Aurora’s bid, simply do nothing. Do not tender your shares. If you have tendered your shares in error or now wish to withdraw, simply ask your broker or Kingsdale Advisors at 1-888-518-1554 or email@example.com to assist with this process.
Shareholders are also encouraged to visit www.NewstrikeNotAurora.com for more details.
About CanniMed Therapeutics Inc.
CanniMed is a Canadian-based, international plant biopharmaceutical company and a leader in the Canadian medical cannabis industry, with 17 years of pharmaceutical cannabis cultivation experience, state-of-the-art, GMP-compliant production process and world class research and development platforms with a wide range of pharmaceutical-grade cannabis products. In addition, the Company has an active plant biotechnology research and product development program focused on the production of plant-based materials for pharmaceutical, agricultural and environmental applications.
CanniMed, through its subsidiaries, was the first producer to be licensed under the Marihuana for Medical Purposes Regulations, the predecessor to the current Access to Cannabis for Medical Purposes Regulations. It was the sole supplier to Health Canada under the former medical cannabis system for 13 years, and has been producing safe and consistent medical cannabis for thousands of Canadian patients, with no incident of product diversion or recalls.
Notice Regarding Forward Looking Statements
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CanniMed to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to our expectations with respect to: the outcome of the action filed on January 12, 2018 against Aurora, several large shareholders of CanniMed (Golden Opportunities Fund Inc., SaskWorks Venture Fund Inc., Apex Investment Limited Partnership and Vantage Asset Management Inc.), Westcap Mgt. Ltd., PFM Capital Inc., Canaccord Genuity Group Inc., and others; the timing and outcome of the proposed acquisition of all the issued and outstanding common shares of Newstrike; Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In respect of the forward-looking statements CanniMed has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholders approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the transaction; and other expectations and assumptions concerning the transaction. There can be no assurance that the Newstrike Acquisition will occur, or that it will occur on the terms and conditions contemplated in this news release. The proposed transaction could be modified, restructured or terminated. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. CanniMed does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.
Neither of the Toronto Stock Exchange, nor its Regulation Services accept responsibility for the adequacy or accuracy of this release.
Ian Robertson, 416-867-2333
Executive Vice President, Communication Strategy
Toll free: 1-888-518-1554