お知らせ • Sep 20
Morganti & Co. Shareholder Class Actions Against Wayland Group Morganti & Co. instituted two proposed shareholder class actions against Wayland Group Inc. (formerly known as Maricann Group Inc.) on behalf of all investors that purchased Wayland's securities. On May 4, 2022, the Quebec Superior Court of Justice granted authorization for Quebecois investors to advance their causes of action against Wayland. On August 26, 2022, the Ontario Superior Court of Justice granted the investors' motion to note Wayland and Benjamin A. Ward in default. The Ontario proceeding seeks to protect investors located globally that purchased Wayland's securities on the Canadian Securities Exchange, Frankfurt Stock Exchange, and U.S. OTC market. On September 12, 2022, the Ontario Superior Court of Justice recognized that Morganti & Co. was prepared to make further submissions for investors but that Wayland's insurance company requested a delay so as to allow it to be heard. お知らせ • Sep 30
ICC International Cannabis Corp. (CNSX:WRLD.U) entered into a letter of intent to acquire 49.9% stake in Maricann B.V. from Wayland Group Corp. (CNSX:WAYL) for approximately CAD 150 million. ICC International Cannabis Corp. (CNSX:WRLD.U) entered into a letter of intent to acquire 49.9% stake in Maricann B.V. from Wayland Group Corp. (CNSX:WAYL) for approximately CAD 150 million on January 15, 2019. ICC International Cannabis Corp. (CNSX:WRLD.U) entered into a definitive agreement to acquire 49.9% stake in international portfolio assets from Wayland Group Corp. (CNSX:WAYL) for approximately CAD 150 million on April 22, 2019. Total consideration consists of 300 million shares of ICC. ICC shares distributed to Wayland shareholders will be subject to six months from holding period. Wayland’s international business will be reorganized and held in a subsidiary which will be jointly owned by Wayland and ICC, the jointly owned international subsidiary will include key management from Wayland. Wayland will retain the right to appoint the Board of Directors and management of the Wayland international subsidiary. ICC will gain access to Wayland’s German advisory board. Wayland announced that Matthew McLeod, the current General Counsel and Vice President Operations and Compliance, has been appointed as President effective immediately.
The transaction is subject to conditions including the resolutions of the directors of Wayland approving the transaction, Wayland and ICC each receiving fairness opinions, the completion of a reorganization of Wayland’s international assets, a counterpart to the deed of transfer duly executed, a counterpart to the pledge agreement duly executed, counterparts to the escrow agreement duly executed, a counterpart to the supply and distribution agreement duly executed, a counterpart to the ICC investor rights agreement duly executed, counterparts to Maricann shareholders’ agreement duly executed by Wayland and Maricann, key regulatory approvals shall have been duly obtained, ICC shareholder approval, third party consents and notices, the ICC Board resolutions approving the transaction, ICC shall have taken all steps necessary to cause the due and valid appointment of the Wayland Nominee as a Director of ICC and the ICC Board shall at such time comprise not more than six directors, third party consents and notices, common shares of ICC shall continue to be listed for trading on the CSE, Wayland shall have completed its legal and financial and operational due diligence investigation of ICC. The transaction is expected to close on or about March 1, 2019. As of May 21, 2019 the transaction will close on May 24, 2019.
Osler, Hoskin & Harcourt LLP acted as legal advisor in the transaction. Loyens & Loeff N.V. acted as legal advisor to Wayland Group Corp. Jeff Lightfoot of Owen Bird Law Corporation acted as legal advisor to ICC. RwE Growth Partners, Inc. acted as financial advisor to ICC. John Emanoilidis and Kevin Armitage of Torys LLP acted as legal advisors to Canaccord Genuity as part of the transaction and Canaccord Genuity acted as financial advisor to Wayland Group. お知らせ • Jul 30
CanAdelaar B.V. completed the acquisition of Maricann Inc. and certain certain other property from Wayland Group Corp. (CNSX:WAYL) and Nanoleaf Technologies Inc. CanAdelaar B.V. agreed to acquire Maricann Inc. and certain certain other property from Wayland Group Corp. (CNSX:WAYL) and Nanoleaf Technologies Inc. for CAD 12.4 million on April 9, 2020. As of April 15, 2020, CanAdelaar B.V. entered into an agreement to acquire Maricann Inc. and certain certain other property from Wayland Group Corp. and Nanoleaf Technologies Inc. for CAD 12.4 million. CanAdelaar B.V. will pay CAD 8.4 million in cash on closing of the transaction, in addition to the cash payment, the following conditional payments may become payable following closing, up to CAD 1.3 million may be paid, subject to continuity of Maricann’s Health Canada and EU-GMP licenses on acceptable terms; and up to CAD 2.7 million may be paid based on future earnings of Maricann based on key performance indicators. The cash payment will include a deposit of CAD 1.26 million, which represents 15% of the total cash payment. The transaction is subject to approval from Ontario Superior Court of Justice in the Companies’ Creditors Arrangement Act, Maricann shall have terminated the employment of the terminated employees, Wayland Group, Maricann and Cannamedical Pharma GmbH shall have agreed to terminate the Cannamedical Distribution Agreement and pursuant to the motion, the Wayland Group will also seek an order authorizing PricewaterhouseCoopers Inc., in its capacity as monitor in the CCAA Proceedings to initiate a liquidation of the Wayland Group’s property. The transaction received the approval from court on April 21, 2020. Marc Wasserman Osler of Hoskin & Harcourt LLP acted as legal advisor for Wayland Group. Sean Zweig of Bennett Jones LLP acted as legal advisor for PricewaterhouseCoopers. Barbara Miller of Fasken Martineau DuMoulin LLP acted as legal advisor for CanAdelaar.
CanAdelaar B.V. completed the acquisition of Maricann Inc. and certain certain other property from Wayland Group Corp. (CNSX:WAYL) and Nanoleaf Technologies Inc. on April 23, 2020. Paul Pathak, Clay Horner and Matthew McLeod resigned from Wayland’s Board of Directors and Matthew McLeod resigned as Chief Executive Officer of Wayland.