Four Top Cannabis Companies in the U.S. and Canada — Baker,
Briteside, Sea Hunter and Santé Veritas — officially come together, and
pave the way to list on the Canadian Securities Exchange
TORONTO–(BUSINESS WIRE)–
Today, Baker Technologies, Inc. (“Baker”), Briteside Holdings, LLC
(“Briteside”), Sea Hunter Therapeutics, LLC (“Sea Hunter”) and Santé
Veritas Holdings Inc. (“SVT”) announce the successful completion of
their merger (the “Business Combination”), and are now operating as a
unified company under the name TILT Holdings Inc. (“TILT” or the
“Company”). The Business Combination represents the formation of one of
the cannabis industry’s most comprehensive platforms, providing
technology-driven solutions to the entire cannabis ecosystem. With the
completion of the recent capital raise of approximately US$119M and the
Business Combination, TILT has paved the way for its anticipated listing
on the Canadian Securities Exchange (“CSE”).
The unique value proposition of the Business Combination includes rapid
infrastructure deployment, unparalleled technology for cannabis
businesses and access to millions of consumers. TILT expects to deliver
significant value to its customers, employees and shareholders by:
“After an extensive process of combining four previously independent
companies while simultaneously addressing all the requirements for being
a publicly listed company, we are excited to announce the completion of
the merger,” said Alex Coleman, CEO of TILT. “The Business Combination
will allow us to help shape the cannabis industry through our unique
offering of a broad range of software, services and goods. While the
majority of U.S. cannabis companies are largely focused on operating
retail stores, TILT’s technology foundation and B2B focus, providing
software, services and a broad range of highly engineered consumer
products, positions us as one of the most dynamic companies in the
market.”
The Business Combination was carried out by way of a court-approved plan
of arrangement under the Business Corporations Act (British
Columbia), which required the approval of: (i) at least two-thirds of
the votes cast by the shareholders of TILT (which were effectively the
shareholders of Baker, members of Briteside and Sea Hunter Holdings,
LLC); (ii) at least two-thirds of the votes cast by the shareholders of
SVT; and (iii) at least a majority of the votes cast by minority
shareholders of SVT, which excluded the votes cast by “interested
parties” who were entitled to receive, directly or indirectly, a
“collateral benefit” as defined under Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions.
The hearing in respect of the final order of the Supreme Court of
British Columbia approving the Business Combination for SVT took place
on November 13, 2018. The hearing in respect of the final order
of the Supreme Court of British Columbia approving the Business
Combination for TILT took place on November 20, 2018. Final orders
approving the Business Combination were granted by the Supreme Court of
British Columbia at both hearings.
“Our goal is to help remove obstacles and barriers-to-entry for
potential customers who are looking to enter the cannabis industry,”
said Joel Milton, founder and CEO of Baker. “TILT’s vision is to provide
value throughout the supply chain, whether that’s assistance with
operational and capital support, improving cannabis yield and growth
efficiency or building and increasing customer engagement. TILT is here
to help cannabis businesses effectively scale.”
TILT’s board of directors (the “Board”) currently consists of five
members. Alexander Coleman, CEO of TILT, and Michael Orr, the Executive
Chairman of SVT, will serve as Co-Chairmen of the Board. Geoff Hamm,
Todd Halpern and Robert Calhoun will also serve as directors on the
Board. Each director will hold office until the next annual meeting or
until his successor is duly elected, unless his office is earlier
vacated in accordance with TILT’s articles.
The Business Combination included the exchange of, amongst other things:
(i) class A shares of the Company (the “Class A Shares”) (which were
held by former shareholders of Baker, former members of Briteside and
Sea Hunter Holdings, LLC) for compressed shares (the “Compressed
Shares”) of the Company; (ii) share units of SVT for common shares of
SVT (the “SVT Common Shares”); (iii) SVT Common Shares for common shares
(the “Common Shares”) of the Company; (iv) subscription receipts of
1167411 B.C. Ltd. (“Finco”) for common shares of Finco (the “Finco
Common Shares”); (v) Finco Common Shares for Common Shares; (vi) special
shares of Finco for Compressed Shares; (vii) options of SVT for
replacement options of the Company exercisable for Common Shares; (viii)
options of the Company exercisable for Class A Shares for replacement
options of the Company exercisable for Compressed Shares; and (ix)
compensation options of Finco for compensation options of the Company.
Former shareholders, members and securityholders of Baker, Briteside and
Sea Hunter received approximately 0.0148 of a Compressed Share for each
Class A Share previously held. The terms of the Compressed Shares will
provide the holders with super voting rights and a right to convert the
Compressed Shares into Common Shares, subject to certain limitations.
The former holders of SVT Common Shares (“SVT Shareholders”) received
approximately 0.1399 of a Common Share for each SVT Common Share
previously held. Outstanding options and warrants of the parties will be
adjusted in accordance with their terms to reflect the consideration
described above.
Listing of the Common Shares on the CSE remains subject to any necessary
stock exchange and regulatory approvals.
About TILT
TILT Holdings Inc. is a vertically-integrated technology and
infrastructure platform delivering the most comprehensive range of
products and services across the cannabis industry. TILT strives to
deliver the highest quality products and services through knowledge
based technology systems for both businesses and consumers. TILT
technologies have a presence in more than 1,000 dispensaries across the
U.S., Canada, Puerto Rico and Jamaica. For more information, please
visit www.tiltholdings.com
The CSE has not in any way passed upon the merits of the Business
Combination or the listing of the Common Shares, and has neither
approved nor disapproved the contents of this news release. Approval of
the CSE for the listing of the Common Shares will be subject to, among
other things, the Company satisfying the listing requirements of the
CSE. There can be no assurance that the approval of the CSE regarding
the listing of the Common Shares will be obtained.
This press release does not constitute an offer for sale or a
solicitation of an offer to buy, in the United States or to, or for the
account or benefit of, any “U.S. Person” (as such term is defined in
Regulation S under the U.S. Securities Act of 1933, as amended (the
“1933 Act”)) of any equity or other securities. None of the securities
to be issued pursuant to the Business Combination have been or will be
registered under the 1933 Act or any applicable securities laws of any
state of the United States, and any securities issued in the Business
Combination were issued in reliance upon the exemptions from such
registration requirements of the 1933 Act provided by Section 3(a)(10)
thereof and/or Section 4(a)(2) thereof and in accordance with applicable
exemptions under any applicable securities laws of any state of the
United States.
Forward-Looking Information
This news release contains forward-looking information based on
current expectations. Forward-looking information is provided for the
purpose of presenting information about management’s current
expectations and plans relating to the future and readers are cautioned
that such statements may not be appropriate for other purposes. Forward
looking information may include, without limitation, statements
regarding the operations, business, financial condition, expected
financial results, performance, prospects, opportunities, priorities,
targets, goals, ongoing objectives, milestones, strategies and outlook
of TILT, and includes statements about, among other things, future
developments, the future operations, strengths and strategy of the
Company, and the listing of the Common Shares on the CSE. These
statements should not be read as guarantees of future performance or
results. These statements are based upon certain material factors,
assumptions and analyses that were applied in drawing a conclusion or
making a forecast or projection, including TILT’s, Baker’s, Briteside’s,
Sea Hunter’s and SVT’s experience and perceptions of historical trends,
current conditions and expected future developments, as well as other
factors that are believed to be reasonable in the circumstances.
Examples of the assumptions underlying the forward-looking statements
contained herein include, but are not limited to those related to: the
receipt of all necessary consents and approvals for the listing of the
Common Shares, the ability of TILT to obtain necessary financing in the
future to pursue its business plans, the achievement of goals, the
obtaining of all necessary permits and governmental approvals, as well
as expectations regarding availability of equipment, skilled labour and
services needed for cannabis operations, intellectual property rights,
development, operating or regulatory risks, trends and developments in
the cannabis industry, business strategy and outlook, expansion and
growth of business and operations, the timing and amount of capital
expenditures; future exchange rates; the impact of increasing
competition; conditions in general economic and financial markets;
access to capital; future operating costs; government regulations,
including future legislative and regulatory developments involving
medical and recreational marijuana and the timing thereto; receipt of
appropriate and necessary licenses in a timely manner; the effects of
regulation by governmental agencies; the anticipated changes to laws
regarding the recreational use of cannabis; the demand for cannabis
products and corresponding forecasted increase in revenues; and the size
of the medical marijuana market and the recreational marijuana market.
Although such statements are based on management’s reasonable
assumptions at the date such statements are made, there can be no
assurance that they it be completed on the terms described above and
that such forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such forward-looking information. Accordingly, readers
should not place undue reliance on the forward-looking information. TILT
assumes no responsibility to update or revise forward-looking
information to reflect new events or circumstances unless required by
applicable law.
By its nature, forward-looking information is subject to risks and
uncertainties, and there are a variety of material factors, many of
which are beyond the control of the Company, Baker, Briteside, Sea
Hunter or SVT, and that may cause actual outcomes to differ materially
from those discussed in the forward-looking statements. These factors
include, but are not limited to: denial or delayed receipt of all
necessary consents and approvals; need for additional capital
expenditures; increased costs and timing of operations; unexpected costs
associated with environmental liabilities; requirements for additional
capital; reduced future prices of cannabis; failure of plant, equipment
or processes to operate as anticipated; accidents, labour disputes and
other risks of the cannabis industry; delays in obtaining governmental
approvals, permits or financing or in the completion of development or
construction activities; title disputes; claims limitations on insurance
coverage; risks related to the integration of acquisitions; fluctuations
in the spot and forward price of certain commodities (such as diesel
fuel and electricity); changes in national and local government
legislation, taxation, controls, regulations and political or economic
developments in the countries where the Company may carry on business in
the future; liabilities inherent in cannabis operations; risks relating
to medical and recreational cannabis; cultivation, extraction and
distribution problems; competition for, among other things, capital,
licences and skilled personnel; risks relating to the timing of
legalization of recreational cannabis; changes in laws relating to the
cannabis industry; and management’s success in anticipating and
managing the foregoing factors.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181121005560/en/
For further information or to obtain a copy of the early warning
report with respect to the Business Combination:
Media Contact:
Jill Gerig
InkHouse
Phone:
415-299-6600
TILT@inkhouse.com
Investor Contact:
Scott Van Winkle
ICR
Phone:
617-956-6736
scott.vanwinkle@icrinc.com
Source: TILT Holdings Inc.
Released November 21, 2018