Harvest One Completes Acquisition of Delivra

TORONTOJuly 3, 2019 /CNW/ – Harvest One Cannabis Inc. (TSXV: HVT, OTCQX: HRVOF – “Harvest One“) and Delivra Corp. (TSXV: DVA – “Delivra“) are pleased to announce today that they have completed the previously announced plan of arrangement (the “Arrangement“) under the provisions of the Business Corporations Act (Ontario), pursuant to which Harvest One acquired all of the issued and outstanding common shares of Delivra (the “Delivra Shares“).

Management Commentary

“We are delighted to close this transaction and welcome Delivra to the Harvest One team” said Grant Froese, Chief Executive Officer of Harvest One. “The addition of the LivRelief™ brand to our existing product portfolio emphasizes our goal of becoming a global leader in the health, wellness, and self-care sector. There are significant synergies between both organizations and we expect an expeditious integration. We will look to expand the development of Delivra’s products globally with an expanded reach of the current formulation and new products, including cannabinoid infused products, when and where legal.”

Dr. Joseph Gabriele, Director, Chief Executive Officer, and Chief Scientific Officer of Delivra, added, “Harvest One’s health and wellness strategy coupled with their expanding distribution capabilities will ensure that our LivRelief™ product will reach more people in Canada and beyond. Delivra shareholders showed overwhelming support for this transaction and we look forward to the next stage of our development as part of the Harvest One team as we extend our reach, our offerings, and capitalize on markets where CBD infused products are legal.”

Strategic Rationale and Outlook

  • Delivra further strengthens Harvest One’s health, wellness, and self-care strategy by adding LivRelief™ to its brand portfolio
  • Harvest One will benefit from the formulation expertise of Delivra as it works to create a suite of brands and infused versions of existing brands in the Harvest One portfolio, such as Dream Water
  • Delivra will immediately add to Harvest One’s existing distribution network of over 30,000 stores across North America with distribution into Shoppers Drug Mart, Loblaw, Walmart, Rexall, Pharmasave, London Drugs, and other major retailers
  • Delivra already has two FDA approved products which Harvest One will look to leverage their existing Dream Water retail relationships to start distributing throughout the US
  • Dr. Gabriele’s expertise, as an Assistant Professor (PT), in the Department of Psychiatry, who collaborates with the MacAnxiety Research Centre and the DeGroote Center for Medicinal Cannabis research, will be a strategic benefit for Harvest One

Terms of the Transaction

Pursuant to the terms of the Arrangement, each former shareholder of Delivra (“Delivra Shareholder“) received 0.595 of a common share of Harvest One (the “Harvest One Shares“) for each Delivra Share held prior to the Arrangement (the “Exchange Ratio“). All outstanding options and warrants of Delivra have similarly been exchanged, or have become exercisable, for corresponding securities of Harvest One based on the same Exchange Ratio.

As a result of the completion of the Arrangement, Delivra has become a wholly-owned subsidiary of Harvest One.  It is anticipated that the Delivra Shares will be delisted from the TSX Venture Exchange as of the close of trading on or about July 4, 2019.

Pursuant to the letter of transmittal mailed to Delivra Shareholders in connection with the special meeting of Delivra Shareholders held on May 24, 2019 (the “Meeting“), in order to receive the Harvest One Shares to which they are entitled, registered holders of Delivra Shares are required to deposit their share certificate(s) representing Delivra Shares, together with the duly completed letter of transmittal, with TSX Trust Company, the depositary under the Arrangement. Shareholders whose Delivra Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee with questions regarding the receipt of their Harvest One Shares.  Questions related to the share exchange process are to be directed to the Depositary, TMX Trust Company at 1.866.600-5869 or TMXEInvestorServices@tmx.com.

Further information about the Arrangement is set forth in the materials prepared by Delivra in respect of the Meeting which were mailed to Delivra shareholders and filed under Delivra’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Harvest One Board

Concurrent with the completion of the Arrangement, Dr. Joseph Gabriele, the current CEO of Delivra, joined the Board of Directors of Harvest One. With the exception of Dr. Joseph Gabriele, each of the directors of Delivra resigned from the Board of Directors of Delivra.

Financial and Legal Advisors

Aird & Berlis LLP acted as legal counsel and PricewaterhouseCoopers LLP provided financial advisory services to Harvest One.

Canaccord Genuity Corp. acted as financial advisor and Goodmans LLP acted as legal counsel to Delivra. Canaccord Genuity Corp. provided a fairness opinion to the Board of Directors of Delivra.

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