DENVER & TORONTO--(BUSINESS WIRE)--MJardin Group, Inc. (“MJardin” or the “Company”) (CSE: MJAR), a leader in cannabis management, today announced it has signed a definitive agreement to acquire 100% of the outstanding shares of GrowForce Holdings Inc. (“GrowForce”), a vertically integrated international cannabis platform headquartered in Toronto.
The definitive agreement follows the letter of intent that had been signed on November 15, 2018. Given the recent trading price of the Company on the CSE, the parties have agreed that each GrowForce shareholder will be entitled to receive 0.48 MJardin common shares for each GrowForce common share held (the “Exchange Ratio”), a difference from the exchange ratio of 0.375 that was contained in the earlier letter of intent.
As part of the transaction, GrowForce is seeking the approval of the holders of its $38,234,400 of subscription receipts to amend its subscription receipt agreement in order for those subscription receipts to be exchanged into MJardin common shares at the Exchange Ratio. In order for the amendment to be effective, holders of more than 66 2/3% in value of those subscription receipts must consent to the amendment. Any holder of GrowForce subscription receipts who chooses to have its subscription receipts purchased for cash for cancellation at the original issue price will be entitled to do so.
Assuming that all of the holders of the GrowForce subscription receipts choose or are deemed to have chosen to receive shares of MJardin, it is expected that approximately 30.5 million MJardin common shares will be issued as part of the transaction.
Upon closing of the merger, MJardin will own or manage 37 facilities operating or under development across North America, with a cultivation capacity of approximately 80,000 kg of finished product per annum. This is comprised of 20 cultivation facilities, two outdoor grows, four extraction facilities and 11 retail dispensaries across three U.S. states and three Canadian provinces. GrowForce’s facilities outside of the U.S. will continue to deploy MJardin’s cannabis management system as part of the combined company’s service offerings. In addition, MJardin is in active negotiations with third parties to acquire additional facilities throughout North America and Europe.
MJardin’s comprehensive cannabis management platform includes proprietary software and staff training systems designed to optimize and de-risk commercial cannabis operations for cultivation, processing and retail facilities. The Company has a proven track record of operational excellence in 13 U.S. states and more recently in Canada and Australia, having designed and planned more than 100 legal cannabis facilities since inception with 30+ licensed facilities currently under management.
The completion of the acquisition is subject to a number of conditions, including receipt of GrowForce shareholder approval at its shareholder meeting scheduled to be held on November 27, 2018, signing of lock-up agreements by certain existing holders of GrowForce common shares in favour of MJardin, as well as certain other conditions customary in transactions of this nature. The transaction is scheduled to close prior to the end of November 2018.
Advisors and Counsel
Canaccord Genuity Corp. is acting as the financial advisor to MJardin. Stikeman Elliott LLP is acting as legal counsel to MJardin.
KES 7 Capital Inc. and Cormark Securities are acting as the financial advisors to the board of directors of GrowForce, who also received an updated independent fairness opinion from GMP Securities. WeirFoulds LLP is acting as legal counsel to GrowForce.
About MJardin Group
MJardin is a global cannabis management platform with unparalleled experience in cultivation, processing, distribution and retail. For over 10 years, MJardin has refined cultivation methodologies, developed state of the art facilities and implemented vertical integration for and on behalf of license owners. As a well-capitalized organization, MJardin continues to pursue strategic expansion and M&A opportunities across global legal cannabis markets. MJardin is based in Denver Colorado, with offices in Toronto, Canada and Barcelona, Spain. For more information, please visit www.mjardin.com.
About GrowForce Holdings
GrowForce is a geographically diversified and vertically integrated cannabis platform operating within Health Canada’s Cannabis Act (formerly known as the Access to Cannabis for Medical Purposes Regulations). GrowForce owns a majority interest in flagship cannabis facilities with strategic partnerships for turnkey operations, proprietary software and training, and project financing. GrowForce's flagship facilities are operated by MJardin Group, North America's largest turnkey operator of legal cannabis facilities, and financed by Bridging Finance Inc., Canada's leading provider of private credit. For more information, please visit www.growforce.ca.
The CSE has not in any way passed upon the merits of the proposed acquisition, and has neither approved nor disapproved the contents of this news release. The proposed acquisition cannot close until the required approvals are obtained. There can be no assurance that the proposed acquisition will be completed as proposed or at all.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information
This news release contains forward-looking information based on current expectations. Statements about, among other things, the closing of the proposed acquisition, future developments and the business and operations of MJardin and GrowForce, the completion, terms and consideration to be provided for the Proposed Acquisition are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such factors include, but are not limited to: the parties’ ability to satisfy various closing conditions of the proposed acquisition, including receipt of all regulatory and shareholder approvals, receipt of the requisite approval of investors under the Growforce subscription receipt financing, and the ability to integrate both companies and pursue growth, financing and other strategic objectives. Although such statements are based on management’s reasonable assumptions at the date such statements are made, there can be no assurance that the proposed acquisition will occur and that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on the forward-looking information. MJardin assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.