WOONSOCKET, R.I. & TORONTO–(BUSINESS WIRE)–Abacus Health Products, Inc. (CSE: ABCS, OTCQB:ABAHF) (“Abacus”) announced today that in connection with its proposed acquisition by Charlotte’s Web Holdings, Inc. (“Charlotte’s Web”) pursuant to an arrangement (the “Arrangement”) under the Business Corporations Act (Ontario), the special meeting (“Meeting”) of the shareholders of Abacus (the “Shareholders”) to consider and vote upon a special resolution (the “Arrangement Resolution”) approving the Arrangement will be held on Thursday, June 4, 2020 at 10:00 a.m. (EDT).
The Meeting will be held at the One King West Hotel located at 1 King Street West, Toronto, Ontario, M5H 1A1, Canada, in the Chairman Boardroom, and virtually via a live audio webcast online at web.lumiagm.com/240055051 (password: abacus2020).
Shareholders will have an equal opportunity to attend, ask questions and vote at the Meeting in person or online regardless of their geographic location. To attend and vote online Shareholders will need to carefully follow the instructions, which are found in Abacus’ notice of special meeting of shareholders and management information circular dated May 4, 2020 in respect of the Meeting (“Information Circular”), on the applicable proxy and voting information forms, and on Abacus’ website, www.abacushp.com. If you have any questions or require assistance voting your Abacus Shares (as defined below), please contact Abacus’ proxy solicitation agent and shareholder communications advisor, Gryphon Advisors, by telephone at 1.833.461.3643 (North American toll-free) or 1.416.661.6592 (outside North America) or by e-mail at firstname.lastname@example.org.
Meeting Materials. In connection with the Meeting, Abacus’ notice of special meeting, Information Circular and related forms have been filed under Abacus’ profile on SEDAR at www.sedar.com and are being mailed to Shareholders. Abacus will post the same to the investor relations section of its website at www.abacushp.com/investors/management-circular/.
The Arrangement. Under the terms of the arrangement agreement entered into on March 22, 2020 between Abacus and Charlotte’s Web in respect of the Arrangement (the “Arrangement Agreement”), Charlotte’s Web proposes to acquire all of the issued and outstanding subordinate voting shares of Abacus (the “Subordinate Voting Shares”), after conversion of all outstanding proportionate voting shares of Abacus (the “Proportionate Voting Shares” and, together with the Subordinate Voting Shares, the “Abacus Shares”) into Subordinate Voting Shares. Under the terms of the Arrangement Agreement, Shareholders will receive 0.85 of a common share (each whole common share, a “Charlotte’s Web Common Share”) of Charlotte’s Web for each Subordinate Voting Share held (the “Consideration”), after giving effect to the conversion of all Proportionate Voting Shares into Subordinate Voting Shares.
The board of directors of Abacus (the “Board”) believes that the Arrangement will, among other things, and as more fully described in the Information Circular:
- result in the Shareholders receiving significant value for their Abacus Shares, with the Consideration representing a premium of approximately 38% based on the 10-day volume weighted average trading prices, and 43% based on the closing prices, of the Subordinate Voting Shares on the Canadian Securities Exchange (“CSE”) and the Charlotte’s Web Common Shares on the Toronto Stock Exchange (“TSX”), respectively for the period ending on, and as of, March 20, 2020, being the last trading day prior to the entering into of the Arrangement Agreement;
- result in the creation of the largest vertically integrated hemp-derived CBD products company with a broad product portfolio and channel presence;
- result in meaningful synergies from (i) economies of scale, (ii) production, (iii) elimination of public company cost duplication, (iv) intellectual property sharing and new product development, and (v) extension of sales opportunities through cross-selling and leveraging additional distribution channels;
- position the combined company to pursue growth in the compelling U.S. and international CBD markets;
- provide Shareholders the opportunity to participate in any future increase in the value of Charlotte’s Web, including the opportunity to participate in the synergies and anticipated value creation of the combined company, which will have an experienced operating team; and
- provide increased liquidity for Shareholders.
Recommendation of the Board. Based on the Board’s consideration of, among other things, a presentation by Abacus’ management, the terms and conditions of the Arrangement Agreement and the fairness opinion delivered by Greenhill & Co. Canada Ltd. to the Board, the Board has UNANIMOUSLY determined that the Arrangement is in the best interests of Abacus and is fair and reasonable to holders of Abacus Shares and other securityholders of Abacus, and has approved the Arrangement and the participation by Abacus therein. The Board of Directors of Abacus recommends UNANIMOUSLY that Shareholders vote IN FAVOUR of the Arrangement Resolution.
Shareholder Support. Each director and officer of Abacus, as well as certain key Shareholders, have entered into voting support agreements with Charlotte’s Web, representing approximately 20% in the aggregate of the voting rights attached to the issued and outstanding Abacus Shares as at April 30, 2020, being the record date for the Meeting. Pursuant to these voting support agreements, those persons agreed, subject to certain conditions, to vote their Abacus Shares in favour of the Arrangement Resolution and any other matter necessary for the consummation of the Arrangement and the other transactions contemplated by the Arrangement Agreement.
The Arrangement Resolution must be approved by at least 66⅔% of the votes cast by the holders of Subordinate Voting Shares and Proportionate Voting Shares, voting together as a single class. In addition, the Arrangement Resolution is subject to approval by a simple majority of the votes cast by disinterested holders of Subordinate Voting Shares and Proportionate Voting Shares, voting together as a single class, as described in the Information Circular.
Your vote is important. Whether or not you plan to attend the Meeting in person or virtually, we encourage you to vote promptly.
Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities legislation. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “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”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Charlotte’s Web, Abacus or their respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. The forward-looking information includes, but is not limited to, statements relating to expectations with respect to: the timing and outcome of the Arrangement; the anticipated benefits of the Arrangement to the parties and their respective security holders; impact of the Arrangement and anticipated growth of the combined entity; and the anticipated timing of the Meeting.
Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including: assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals, including any approval required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the disruption to the functioning of the regulatory bodies that provide the necessary regulatory and court approvals or any ancillary disruption, anticipated or otherwise, due to the outbreak of the novel coronavirus (COVID-19) will not affect the timing, completion or results of the Arrangement; the ability of the parties to satisfy, in a timely manner, the conditions to closing; other expectations and assumptions concerning the Arrangement; and such risks contained in Charlotte’s Web’s annual information form dated March 27, 2020 and in Abacus’ annual information form dated April 29, 2020 and filed with Canadian securities regulators available on Charlotte’s Web’s and Abacus’ respective issuer profiles on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive.
In respect of the forward-looking information concerning the anticipated benefits and completion of the Arrangement and the anticipated timing for completion of the Arrangement, Abacus has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time. Although Abacus believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release is made as of the date of this news release and Abacus does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, unless required by applicable securities laws.
There can be no assurance that the Arrangement will occur, or that it will occur on the terms and conditions contemplated in this news release. The Arrangement could be modified, restructured or terminated. Actual results could differ materially from those currently anticipated due to a number of factors and risks.
The Arrangement cannot close until the required shareholder, court and regulatory approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.
About Abacus Health Products, Inc.
Abacus is principally engaged in the development and commercialization of over-the-counter (OTC) topical medications with active pharmaceutical ingredients and which contain organic and natural ingredients, including a cannabinoid-rich hemp extract containing CBD from the Cannabis sativa L plant. Abacus’ products are aimed at the rapidly growing markets for topical pain relief and therapeutic skincare and are based on proprietary patent-pending technologies developed by Abacus. Abacus’ formulations combine advanced science with organic and natural ingredients to provide safe relief. Abacus currently offers three lines of products: CBD CLINIC™, marketed to the professional practitioner market, and CBDMEDIC™ and Harmony Hemp™, marketed to the consumer market. Abacus’ products are offered across the United States and are produced by contract manufacturers, including in an FDA registered and audited manufacturing facility.
To learn more about Abacus, visit www.abacushp.com