liberty health sciences
*Note: All references to dollar values refer to Canadian bucks unless otherwise noted
TORONTO, Dec(CSE: LHS) (OTCQX: LHSIF) (“Liberty” or the “Company”) and Ayr Strategies Inc. (CSE: AYR.A) (OTCQX: AYRWF) (“Ayr”) are thrilled to announce that they have got entered right into a definitive arrangement settlement (the “Agreement”) pursuant to which Ayr will accumulate all the issued and incredible stocks (the “Liberty Shares”) of Liberty in an all-share transaction for complete attention of approximately $372 million (or US$290 million) on a fully-diluted basis1 (the “Transaction”).
Proposed Transaction
Under the terms of the Arrangement, shareholders of Liberty will receive zero.03683 of a subordinate voting proportion or constrained voting percentage for each Liberty Share held (the “Exchange Ratio”), subject to adjustment defined beneath. The Exchange Ratio implies a fee consistent with Liberty Share of approximately $1.05, representing a top rate of approximately ninety four% based on the last fee of Liberty Shares and Ayr Shares at the CSE as of December 21, 2020.
Transaction Highlights
Significant premium being presented to Liberty Shareholders of approximately ninety four% and representing an implied offer charge of approximately $1.05 in keeping with share1
Transaction shape gives Liberty shareholders full upside participation to the last date, providing the possibility to benefit from any additional upside in Ayr’s inventory fee, which continues to alternate at a great cut price to its peers in spite of appreciating +400% because the top of COVID-19 at the returned of robust monetary performance and execution and robust U.S. Hashish tailwinds
The Transaction structure offers significant disadvantage safety against a capability decline in Ayr’s proportion rate as much as the remaining of the Transaction
Liberty shareholders are expected to maintain approximately 20% ownership in the pro forma entity (on a totally-diluted in-the-cash basis)(1)(2), presenting the opportunity to take part in the expected price created through the Transaction
The combined enterprise will bolster a geographical footprint with operations in appealing constrained license and surprisingly populated states such as Nevada, Massachusetts, Florida, Pennsylvania, Arizona, Ohio, and New Jersey3, and positions Air as a pinnacle-tier U.S. Multi-state operator (“MSO”)
The Transaction offers Air robust access right into a key new marketplace with an already hooked up asset base, consisting of a three hundred,000 sq. Toes. Nation of the artwork cultivation facility and 28 dispensaries in key locations across Florida
Liberty and its shareholders will at once benefit from greater size, scale, and capital markets presence as part of a large U.S. MSO to accelerate its increase and growing market share in Florida
Opportunity to leverage the mixed enjoy and knowledge of Ayr and Liberty to similarly power operational improvements for the seasoned forma organization
Ayr expects to preserve all 335 employees of Liberty as a part of the Transaction
Shareholders of Liberty, conserving approximately 29% of the top-notch common shares, have agreed to aid the Transaction
Liberty Operational Update:
As previously introduced on December 11, 2020, Liberty these days opened its twenty-eighth dispensary in Lake City. The Company has plans to strategically open 3 more dispensaries via the end of February 2021 and an additional 11 stores all through the rest of 2021, for a complete of forty two locations during Florida, situation to approval from the Florida Department of Health.
The Company keeps to make strong development on its greenhouse enlargement project and effectively finished its complete first harvest of Seed JunkyTM traces at one of the Company’s lately retrofitted, 20,000 square foot greenhouses. The harvest of Seed JunkyTM strains saw a almost 4-instances a couple of on dry yields compared to Liberty’s historic harvests, and the premium .
product arrived at the Company’s dispensaries in early November. The development in flower yields is anticipated to noticeably enhance product availability at Liberty dispensaries and will offer our clients with a number of the highest excellent, high-efficiency dried flower available in all of Florida.
On the producing and product system facet, Liberty also lately launched its ethanol extraction talents, which has considerably improved its oil manufacturing and is predicted to permit the Company to introduce new pay attention merchandise to the marketplace. Furthermore, Liberty is currently in the system of acquiring regulatory approvals for its edibles kitchen. The new concentrate and suitable for eating products are expected to release in early 2021.
Management Commentary:
“This transaction is a win-win-win for Liberty’s patients, shareholders, and stakeholders. With the help from Ayr, Liberty dispensary openings across the state will accelerate and product enlargement might be better. Shareholders will advantage now not most effective from the sturdy boom.
in the Florida market, however additionally from the increase in other key states. Our personnel will have exposure to new opportunities and career paths. We are extremely joyful to become a part of the AYR circle of relatives of agencies,” said George Gremse, Interim Chief Executive Officer and Director of Liberty.
“We are thrilled be coming into the unexpectedly growing and sturdy Florida scientific marketplace and excited to achieve this from a function of power with 335 exquisite new contributors of the Ayr group geared up to guide the way. At Ayr, we goal higher to be a leader in every market we input, with exceptional property and the strongest crew. We stay up for combining our strengths to take Liberty’s already sturdy market role to the following stage in Florida”, added Jon Sandelman, Chairman and Chief Executive Officer of Ayr Strategies.
Terms of the Transaction:
The Transaction might be effected by means of way of plan of association underneath the Business Corporations Act (British Columbia). Under the terms of the Arrangement, shareholders of Liberty will acquire 0.03683 of a subordinate balloting share or restricted vote casting percentage (“Ayr Shares”) for every Liberty Share held (the “Exchange Ratio”). Notwithstanding the foregoing: