Lineage Grow Company Ltd. And Flrish, Inc. Dba Harborside Announce Definitive Merger Agreement On Reverse Takeover
/EIN News/ — TORONTO, ONTARIO, Feb. 11, 2019 (GLOBE NEWSWIRE) — Lineage Grow Company Ltd. (CSE:BUDD) (“Lineage”) and FLRish, Inc. d/b/a Harborside (“Harborside”), a private company incorporated under the laws of California, are pleased to announce today that they have entered into a definitive merger agreement (the “Definitive Agreement”), which, subject to certain conditions and the Canadian Securities Exchange (the “CSE”) approval, will result in the reverse takeover of Lineage by Harborside (the “RTO”).
The Resulting Issuer will seek a listing of the Subordinate Voting Shares on the CSE.
Lineage intends to effect a change of its name to “Harborside Inc.” and has reserved the new stock symbol “HBOR”.
The Resulting Issuer’s business objective will be to maintain and build Harborside’s position as California’s premier vertically integrated cannabis company.
Lineage Shareholders Meeting to approve the RTO, amongst other things, will be called imminently.
EXECUTIVE QUOTES:Andrew Berman, Chief Executive Officer of Harborside: “Today marks a major milestone in a strategy designed to fuel Harborside’s planned expansion. I am excited to announce this proposed merger with Lineage, which will enable us to move through 2019 with more assets and the resources we need to quickly expand our retail platform, drive revenue, and continue to deliver trust, choice and value to our patients and customers. This combination with Lineage will significantly bolster our retail program and vertically-integrated, California-centric business model, and will position Harborside for growth and tremendously exciting times for the company, our staff and the industry.”Steve DeAngelo, Co-founder of Harborside and Chairman Emeritus: “Few cannabis companies in the U.S. or Canada have the legacy and track record of success that Harborside has achieved over the past 12 years. I founded Harborside with dress wedding in 2006 to provide a gold standard of medical cannabis retailing; serve patients with the most attractive facilities, highest levels of care, and best product knowledge in the industry; and to offer and produce safe, innovative and effective branded products that improve the quality of our customers’ lives. We have been on the forefront of campaigning for cannabis legalization and reform, and have thrived in the face repeated attempts from the federal government to stop us. Despite the progress we have made, our work is not done, and we are happy to have found a partner in Lineage who will help us continue to build on that legacy and spread Harborside’s mission.”Peter Bilodeau, CEO of Lineage: “This is a great day for Lineage Shareholders. Harborside is a “World Renowned” name in the cannabis space due to its exemplary trailblazing efforts towards the legalization of cannabis, as well as its Best in Class retail operations. Coupled with its vertically integrated supply chain, and the acquisitions forming part of this merger, and subject to regulatory approvals, Harborside becomes a great, value based, force to contend with in the public markets.
The RTO is currently structured as a three-cornered merger (the “Merger”), whereby Harborside will merge with a newly incorporated company under the laws of Delaware (and a direct, wholly-owned subsidiary of Lineage) to form a merged corporation (“Amalco”). Immediately prior to the Merger taking effect, Lineage will consolidate its outstanding common shares on the basis of 41.82 common shares into one (1) new common share (the “Consolidation”), reclassify the post-Consolidation Lineage common shares as subordinate voting shares (the “Subordinate Voting Shares”), and create a new class of multiple voting shares (the “Multiple Voting Shares”). On closing of the RTO and the Merger taking effect, the holders of Harborside’s shares will receive either a combination of Multiple Voting Shares and Subordinate Voting Shares, or Subordinate Voting Shares, for each Harborside share outstanding, and Amalco will become a wholly-owned subsidiary of Lineage.
Lineage as the resulting issuer on completion of the RTO and the Merger (the “Resulting Issuer”) will seek a listing of the Subordinate Voting Shares on the CSE. The Multiple Voting Shares will not be listed for trading on any exchange and will each carry the right to 15 votes at meetings of the shareholders of the Resulting Issuer, and the Subordinate Voting Shares will carry one (1) vote per share held.
Subject to certain conversion limitations, the Multiple Voting Shares are convertible into Subordinate Voting Shares at any time at the option of the holder on a 15:1 basis, subject to adjustment in certain customary circumstances. The conversion limitations will include the Resulting Issuer taking necessary actions to maintain its status as a “foreign private issuer” (as determined in accordance with Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Accordingly, the Resulting Issuer will not affect any conversion of Multiple Voting Shares to the extent that after giving effect to all permitted issuances after such conversion of Multiple Voting Shares, the aggregate number of Subordinate Voting Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b-4 and 12g3-2(a) under the Exchange Act) would exceed forty percent (40%) of the aggregate number of Subordinate Voting Shares.
A listing statement in respect of the RTO will be prepared and posted on the CSE website and under the profile of Lineage on SEDAR at www.sedar.com in accordance with Policy 2 of the CSE prior to the closing of the RTO. A press release will be issued once the listing statement has been filed.
In connection with the transactions contemplated in the Definitive Agreement, Lineage intends to effect, among other items of special business, a change of its name to “Harborside Inc.” and has reserved new stock symbol “HBOR”.
Harborside Proposed Acquisitions
PMACC and SJW
Harborside currently manages and operates two cannabis stores and a cultivation facility for Patient Mutual Assistance Collective Corporation d/b/a PMACC (“PMACC”) and San Jose Wellness Solutions Corp. d/b/a SJW (“SJW”). Harborside also has an option to acquire 100% of the ownership interests in each of PMACC and SJW. Harborside has agreed in the Definitive Agreement to exercise the merger option to acquire PMACC and SJW immediately after the RTO closing, unless there is material change in the business or operations of either PMACC or SJW including tax liabilities arising from the application of IRC280E of more than C$38.7 million, as finally determined by the appropriate governmental authority on or prior to the closing of the RTO. If the Resulting Issuer’s board of directors chooses not to exercise the merger options to acquire PMACC and SJW, on or after the RTO closing, the Resulting Issuer through its affiliates will exercise control over PMACC and SJW through the existing merger option agreements, as well as through other actions taken by Harborside, PMACC and SJW all of which shall be sufficient to effect the Resulting Issuer’s control over PMACC and SJW such that on the RTO closing, the Resulting Issuer may consolidate the financial results of PMACC and SJW.
Lineage will convene a special meeting of its shareholders to approve the amendment to the articles of Lineage to create the Special Shares, amendment to the articles of Lineage to create the new share provisions for the Subordinate Voting Shares and the Multiple Voting Shares, the Consolidation, a new equity incentive plan, an updated set of by-laws which will include advance notice provisions, and the change of name of the Resulting Issuer, which matters will be set out in a management information circular of Lineage to be mailed to shareholders of Lineage (and filed at www.sedar.com). With respect to the shareholder approval of the RTO, in additional to the shareholder approval required under corporate law, Lineage also expects to obtain a majority of minority approval for the RTO where a total of approximately 8,639,875 Lineage common shares held by Lineage insiders and FMI will be excluded from voting, to satisfy the requirements under Ontario Securities Commission Rule 56-501 – Restricted Shares, which requires that a restricted security reorganization receive prior majority of minority approval of the shareholders of Lineage.
Lineage will also prepare and file with the CSE a CSE Form 2A listing statement providing comprehensive disclosure on Harborside, the RTO and the Merger in connection with the CSE Listing. Lineage will use its best efforts to mail the listing statement to the Lineage shareholders with the meeting materials and will in any event file the listing statement on SEDAR prior to the special meeting.
Harborside was co-founded by Steve DeAngelo and dress wedding in 2006, after being awarded one of the first six medical cannabis licenses granted in the United States. As one of the oldest, largest and most respected cannabis retailers in the world, Harborside has played an instrumental role in making cannabis safe and accessible to a broad and diverse community of California consumers. Today, the Harborside brand is well known throughout California and all around the world, and is expanding, expecting to grow to five or more locations in 2019. In addition, Harborside owns and operates a cultivation campus in Salinas, California that was established in 2016 and produces high-quality, low-cost cannabis at scale for sale through the Harborside dispensaries, third-party dispensaries, distributors, and manufacturing partners. Harborside is currently structured as a private California corporation.
Lineage is a reporting issuer that is listed on the CSE. Lineage is currently focused on operating two retail licensed stores located in two prominent cities in Oregon (Portland and Eugene), and on assembling licensed operators with good growth potential and superior management, either through direct acquisition or through joint ventures, with an aim towards building a dominant vertically-integrated cannabis business that leverages best-in-class cultivation, brands, distribution, and retail assets. Lineage has entered into a purchase agreement with respect to the Agris Farms Acquisition and a binding letter of intent with respect to the Lux Acquisition.
About the Resulting Issuer
The Resulting Issuer’s business objective will be to maintain and build its position as one of California’s premier vertically-integrated cannabis companies.
Upon completion of the transactions contemplated in the Definitive Agreement, including the Merger, the current directors and officers of Lineage (other than Mr. Peter Bilodeau, Lineage director and CEO, Mr. Keith Li, Lineage CFO, and Mr. Adam Szweras, Lineage director and Corporate Secretary) will resign and it is currently expected that the proposed board of directors and senior management of the Resulting Issuer will include the following individuals:
Andrew Berman – Chief Executive Officer, President, and Director
Peter Bilodeau – Chairman, Director
Steve DeAngelo – Chairman Emeritus
Matthew K. Hawkins – Director
Tracy Geldert – Director
Adam Szweras – Director
Nayir Munoz – Director
Sherri Altshuler – Director
Keith Li – Chief Financial Officer
John (Jack) H. Nichols – General Counsel & Secretary
Menna Tesfatsion – Chief Operating Officer
RTO Closing Conditions
The completion of the RTO and the Merger is subject to a number of conditions, including but not limited to the following:
conditional approval of the CSE of the RTO and the listing of the Subordinate Voting Shares;
approval of Lineage shareholders of the RTO and related matters;
completion of a minimum of C$10 million in the Concurrent Financing; and
completion of the RTO and Merger on or prior to April 30, 2019.
There can be no assurance that the RTO or the Merger will be completed as proposed or at all.
Further details about the RTO, the Merger and the Resulting Issuer will be provided in the Listing Statement to be prepared and filed in respect of the transaction on the SEDAR profile of Lineage. Investors are cautioned that, except as disclosed in the Listing Statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the common shares of the Lineage should be considered highly speculative.
Forward-Looking Information Statement
This news release contains statements and information that, to the extent that they are not historical fact, constitute “forward-looking information” within the meaning of applicable securities legislation, including statements in respect of the terms of the proposed merger, statements in respect of completion of the proposed Merger, statements in respect of the terms of Concurrent Financing, management’s expectation on Harborside becomes a great, value based, force to contend with in the public markets; Harborside management’s plan to move through 2019 with more assets and the resources to quickly expand its retail platform, drive revenue, and continue to deliver trust, choice and value to its patients and customers; Harborside management’s belief that the combination with Lineage significantly bolsters Harborside’s retail program and vertically-integrated, California-centric business model, and positions Harborside for growth and tremendously exciting times for the company, its staff and the industry; and Harborside management’s belief that Lineage can help Harborside continue to build on its legacy and spread Harborside’s mission. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. There is no assurance that the transactions contemplated by the Definitive Agreement (including the Merger) will be completed as proposed or at all.Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Lineage to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for Lineage’s management to predict all of such factors and to assess in advance the impact of each such factor on Lineage’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For details of the risks faced by Lineage, please see Lineage’s interim management discussion and analysis for the three and nine months ended October 31, 2018 available at www.sedar.com under Lineage’s profile. There is no certainty that any of these events will occur. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Lineage disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by applicable securities laws.The CSE has in no way passed upon the merits of the transactions contemplated in the Definitive Agreement (including the Merger) and has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.None of the securities of Lineage, Harborside or the securities to be issued in the Concurrent Financing or the RTO have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.