VIVO Cannabis Announces Approval of Proposed Arrangement at Special Meeting of Shareholders
Toronto, Ontario--(Newsfile Corp. - March 21, 2023) - VIVO Cannabis Inc. (TSX: VIVO) (OTCQB: VVCIF) ("VIVO") is pleased to announce that, at the special meeting of the shareholders of VIVO (the "Shareholders") held today (the "Meeting"), the Shareholders approved (i) a special resolution (the "Arrangement Resolution") authorizing a plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement"), previously announced on December 22, 2022, pursuant to which MediPharm Labs Corp. ("MediPharm") will acquire all of the issued and outstanding common shares of VIVO (each, a "Share") in an all-equity business combination transaction, and (ii) a special resolution (the "Reduction of Stated Capital Resolution") authorizing a related reduction in the stated capital of the Shares. Details of the voting results will be filed under VIVO's profile on SEDAR at www.sedar.com.
The Arrangement Resolution was approved by 43,775,427 votes cast at the Meeting, representing approximately 95.61% of the votes of minority Shareholders present in person or represented by proxy at the Meeting (excluding votes with respect to the 37,893,040 Shares beneficially owned by Ray Laflamme, VIVO's Chief Executive Officer, which were excluded from voting on the Arrangement Resolution in accordance with Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions). No Shareholders exercised dissent rights with respect to the Arrangement Resolution.
The Reduction of Stated Capital Resolution was approved by 81,473,554 votes cast at the Meeting, representing approximately 97.37% of the votes cast by Shareholders present in person or represented by proxy at the Meeting.
In accordance with the terms of the arrangement agreement dated December 21, 2022, between VIVO and MediPharm, if the Arrangement becomes effective, the Shareholders will receive between 0.2110 of a common share of MediPharm (each, a "MediPharm Share") and 0.4267 of a MediPharm Share for each Share held. Upon the completion of the Arrangement, Shareholders are expected to own between 35% and 21% of the combined company resulting from the Arrangement and the shareholders of MediPharm are expected to own between 65% and 79%. Issuance of MediPharm Shares to the Shareholders in connection with the Arrangement was approved by the shareholders of MediPharm at a special meeting also held today.
Completion of the Arrangement is subject to final court approval, which is to be sought at a hearing on March 23, 2023, and the satisfaction or waiver of other customary closing conditions. The Toronto Stock Exchange has conditionally approved the listing of the MediPharm Shares to be issued in connection with the Arrangement. It is currently expected that the effective date of the Arrangement will occur on or about the completion of the first quarter of 2023.
Further details with respect to the Arrangement are included in the joint management information circular of VIVO and MediPharm dated February 6, 2023 (the "Circular"), which can be found under VIVO's profile on SEDAR at www.sedar.com.
About VIVO Cannabis
VIVO Cannabis® holds production, sales and research licences from Health Canada and operates world-class indoor cultivation facilities. VIVO has a collection of brands, each targeting different customer segments, including Canna Farms™, Beacon Medical®, Fireside™, and Lumina™. Harvest Medicine™, VIVO's patient-centric network of medical cannabis clinics, has serviced over 200,000 patient visits. VIVO focuses its international efforts on Germany and Australia.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, statements regarding: the Arrangement; the terms and conditions pursuant to which the Arrangement will be completed, if at all; the respective relative share ownership of the Shareholders and the shareholders of MediPharm in MediPharm following the completion of the Arrangement; the anticipated timing for receipt of necessary court approval for the Arrangement; and the anticipated timing for completion of the Arrangement. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the ability of VIVO and MediPharm to receive all necessary court and regulatory approvals for the Arrangement; general business, economic, competitive, political and social uncertainties; and other factors discussed in each of MediPharm's and VIVO's public filings, including the Circular, which are available on SEDAR at www.sedar.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, VIVO assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
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