공시 • Dec 20
Cansortium Inc. (CNSX:TIUM.U) completed the acquisition of RIV Capital Inc. (CNSX:RIV) from JW Asset Management, LLC and others.
Cansortium Inc. (CNSX:TIUM.U) executed the consortium team sheet to acquire RIV Capital Inc on October 11, 2023. Cansortium Inc. (CNSX:TIUM.U) entered into a definitive arrangement agreement to acquire RIV Capital Inc. (CNSX:RIV) from JW Asset Management, LLC and others for approximately $140 million on May 30, 2024. Under the terms of the Arrangement Agreement, RIV Capital will receive 1.245 of a common share of Cansortium in exchange for each RIV Capital Share held. Upon closing of the Transaction, shareholders of Cansortium are expected to hold approximately 51.25% of the combined business of Cansortium and RIV Capital and the RIV Capital Shareholders and The Hawthorne Collective, Inc., together, are expected to hold approximately 48.75% of the Combined Company, each on a fully diluted basis. A termination fee of $3,000,000 payable by RIV Capital to Cansortium and a termination fee of $5,000,000 will be payable by Cansortium to RIV Capital. Under the terms of the Arrangement Agreement, RIV Capital will receive 1.245 of a common share of Cansortium in exchange for each RIV Capital Share held. Upon closing of the Transaction, shareholders of Cansortium are expected to hold approximately 51.25% of the combined business of Cansortium and RIV Capital and the RIV Capital Shareholders and The Hawthorne Collective, Inc., together, are expected to hold approximately 48.75% of the Combined Company, each on a fully diluted basis. The closing of the Transaction is subject to shareholder and court approvals, as well as the receipt of all required regulatory approvals, the closing of the Hawthorne Notes Exchange, the completion of the Smith Transaction, the requirement for RIV Capital to maintain a certain minimum cash balance as of a specified date prior to closing, court approval, third-party approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. The Transaction has been unanimously approved by the boards of directors of Cansortium and RIV Capital. On August 27, 2024, RIV Capital shareholders voted in favor to approve the business combination. As of October 10, 2024, RIV Capital received New York Cannabis Control Board approval for their business combination. The Business Combination is expected to close in the fourth quarter of 2024, subject to, the satisfaction of the other closing conditions set forth in the Arrangement Agreement. As per filing on November 29, 2024 the transaction is expected to complete in early December 2024.
ATB Securities Inc. is acting as financial advisor to Cansortium and Paradigm Capital Inc. provided an independent fairness opinion to the Cansortium Board. Jeff Hergott, James Brown, Rachel Manno, Katie Drury and Mariam Al-Shikarchy of Wildeboer Dellelce LLP and Shumaker, Loop & Kendrick, LLP are acting as Canadian and United States legal counsel, respectively, to Cansortium. Moelis & Company LLC is acting as financial advisor to RIV Capital and provided a fairness opinion to the RIV Capital Board. INFOR Financial Inc. provided an independent fairness opinion to the RIV Capital Board (the “Independent Fairness Opinion”). Jonathan Sherman, Tayyaba Khan, Daniel Cipollone and Tera Li Parizeau of Cassels Brock & Blackwell LLP and Jennifer Fisher and Joshua M. Zachariah of Goodwin Procter LLP are acting as Canadian and United States legal counsel, respectively, to RIV Capital. Odyssey Trust Company acted as transfer agent to RIV Capital Inc. MNP LLP acted as auditor to RIV Capital Inc. Baker Tilly US, LLP acted as auditor to Cansortium Inc.
Cansortium Inc. (CNSX:TIUM.U) completed the acquisition of RIV Capital Inc. (CNSX:RIV) from JW Asset Management, LLC and others on December 19, 2024.Under the terms of the Arrangement Agreement, Robert Beasley has been named Chief Executive Officer of the Combined Company. The Combined Company will continue to operate under the FLUENT name and the FLUENT Shares will continue to trade on the Canadian Securities Exchange (the “CSE”) under the symbol “TIUM.U” and on the OTCQB Venture Market under the symbol “CNTMF”. The RIV Shares are expected to be delisted from the CSE at market close on December 19, 2024.