EDMONTON -- Aurora Cannabis Inc. ("Aurora") and Liquor Stores N.A. Ltd. ("Liquor Stores") (collectively, the "Corporations") announced that Aurora has agreed to make a strategic investment in Liquor Stores by way of a non-brokered private placement (the "Private Placement").
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The Private Placement has been structured in two phases, with an Initial Investment made by Aurora (described further below) of $103.5 million for an approximate 19.9% ownership interest in Liquor Stores, with an Additional Investment (also described further below) that could bring Aurora's interest in Liquor Stores up to approximately 40%.
Liquor Stores intends to use the net proceeds from the Private Placement to establish and launch a leading brand of cannabis retail outlets, whereby it will convert some number of Liquor Stores' existing retail outlets into cannabis retail outlets and establish new cannabis retail outlets. Liquor Stores will also use a portion of the proceeds to continue to strengthen its existing liquor retail brands by renovating existing liquor store outlets, and also for general corporate purposes.
Together, the Corporations believe the benefits of the Private Placement are significant for all shareholders. Aurora's brand leadership, quality products, customer care, innovation and deep product knowledge will be a strong complement to Liquor Stores' well-established distribution network, best practices in the retail of adult use controlled products, commitment to regulatory compliance, and deep talent pool with over 2,000 retail employees. The Corporations therefore believe that the Private Placement will position Liquor Stores to establish a leading retail brand in the cannabis sector, which is anticipated to be one of the strongest growth markets in Canada's retail sector.
"The Private Placement with Liquor Stores is transformational in scale and scope for Aurora, Liquor Stores and the cannabis industry in Canada, providing the opportunity for our companies to establish a leading private retail footprint in Western Canada" said Terry Booth, CEO of Aurora. "This is an extremely significant step in our corporate development, as we prepare with our partners at Liquor Stores to bring the Aurora Standard in product quality, customer care and strategy execution to the pending legal consumer cannabis market."
"We are thrilled that our two great Alberta-based companies have joined forces and we are honoured that Aurora has selected Liquor Stores, through its investment, as the retailer poised to establish a leading cannabis brand in Western Canada" said James Burns, CEO of Liquor Stores.
Terms of the Private Placement – Initial Investment
Aurora will make an initial $103.5 million investment in Liquor Stores by subscribing for 6.9 million common shares (the "Shares") at a price of $15.00 per Share (the "Initial Investment"). Upon completion of the Initial Investment, Aurora will own approximately 19.9% of the Shares (on a non-diluted basis). The Initial Investment will not require approval of Liquor Stores' shareholders and is expected to close on or about February 14, 2018. The subscription price of $15.00 per Share represents a 24% premium to the five-day volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (the "TSX") as of February 2, 2018.
In addition, Aurora will subscribe for 2.3 million subscription receipts of Liquor Stores (the "Subscription Receipts") at a price of $15.00 per Subscription Receipt for aggregate proceeds of $34.5 million. Upon receiving approval from Liquor Stores' shareholders (other than Aurora) at its next annual general meeting and the satisfaction of the other escrow release conditions, the proceeds from the sale of Subscription Receipts will be released to Liquor Stores and Aurora will increase its ownership of Shares to approximately 25% (on a non-diluted basis).
Liquor Stores will also issue to Aurora, for no additional consideration, two classes of Share purchase warrants: (1) 10,130,00 warrants at an exercise price of $15.75 per Share to allow Aurora to increase its pro rata equity interest in Liquor Stores to 40% on a fully diluted basis (the "Sunshine Warrants"); and (2) up to 1,750,000 warrants exercisable by Aurora at an exercise price of $15.00 upon any conversion of any of the outstanding 4.70% convertible unsecured subordinated debentures of Liquor Stores to allow Aurora to maintain its pro rata equity interest in Liquor Stores (the "Pro Rata Warrants", and together with the Subscription Receipts and the Sunshine Warrants, the "Additional Investment"). The exercise of each of the Sunshine Warrants and the Pro Rata Warrants will be conditional upon the approval of Liquor Stores shareholders (other than Aurora and its associates or affiliates) at the next annual general meeting of Liquor Stores.
Liquor Stores Board Recommendation
The board of directors of Liquor Stores (the "Board") appointed a special committee of independent directors comprised of Ms. Karen Prentice (chair), John Barnett and Derek Burney (the "Independent Committee") to review and approve the Private Placement. The Independent Committee, together with its legal and financial advisors, has determined that the Private Placement is in the best interests of Liquor Stores and recommended its approval to the Board. The Board, after considering, among other things, the report and recommendation of the Independent Committee, approved the Private Placement and recommends that shareholders vote in favour of the Additional Investment.
Eight Capital acted as Aurora's exclusive financial advisor in connection with the Private Placement. The Independent Committee obtained a fairness opinion dated as of February 4, 2018 from its financial advisor, Paradigm Capital Inc., that, based upon and subject to the limitations and qualifications therein, the terms of the Private Placement are fair, from a financial point of view, to Liquor Stores.
SOURCE Aurora Cannabis Inc.
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