MediPharm Labs Corp. Announces Voting Results From Special Meeting of Shareholders
BARRIE, ON, March 21, 2023 /CNW/ - MediPharm Labs Corp. (TSX: LABS) (OTCQX: MEDIF) (FSE: MLZ) ("MediPharm", or "MediPharm Labs") is pleased to announce that the shareholders of MediPharm (the "Shareholders") have approved the plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement"), previously announced on December 22, 2022, pursuant to which MediPharm will acquire all of the issued and outstanding common shares ("VIVO Shares") of VIVO Cannabis Inc. ("VIVO") in an all-equity business combination transaction. 47,742,357 votes, or approximately 94.063% of the votes cast at the special meeting of Shareholders held on March 21, 2023, were cast in favour of the resolution approving the issuance of the common shares of MediPharm (the "MediPharm Shares") as consideration under the Arrangement. Details of the voting results will be filed under MediPharm's profile on SEDAR at www.sedar.com.
In accordance with the terms of the arrangement agreement dated December 21, 2022 between VIVO and MediPharm, if the Arrangement becomes effective, the shareholders of VIVO (the "VIVO Shareholders") (other than dissenting VIVO Shareholders) will receive between 0.2110 of a MediPharm Share and 0.4267 of a MediPharm Share for each VIVO Share held. Upon the completion of the Arrangement, existing Shareholders are expected to own between 65% and 79% of the combined company resulting from the Arrangement (the "Combined Company") and shareholders of VIVO are expected to own between 35% and 21% of the Combined Company.
Completion of the Arrangement is subject to court approvals, and the satisfaction or waiver of other customary closing conditions. The Arrangement has been approved by VIVO Shareholders at the special meeting of VIVO Shareholders held on March 21, 2023. No VIVO Shareholders exercised dissent rights with respect to the Arrangement. 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 MediPharm and VIVO dated February 6, 2023 (the "Circular"), which can be found under MediPharm's profile on SEDAR at www.sedar.com. More business information regarding the Arrangement can be found on the MediPharm Investor website.
About MediPharm Labs
Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities with five primary extraction lines for delivery of pure, trusted and precision-dosed cannabis products for its customers. Through its wholesale and white label platforms, MediPharm Labs formulates, develops (including through sensory testing), processes, packages and distributes cannabis extracts and advanced cannabinoid-based products to domestic and international markets.
In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment Licence from Health Canada, becoming the only company in North America to hold a domestic Good Manufacturing Licence for the extraction of natural cannabinoids. MediPharm carries out its operations in compliance with all applicable laws in the countries in which it operates.
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 legislation. 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 Combined Company; the anticipated timing for receipt of necessary court and regulatory approvals 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 MediPharm and VIVO to receive all necessary court, shareholder 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, MediPharm assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
SOURCE MediPharm Labs Corp.
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