공시 • Feb 18
The Flowr Corporation Requests to Delist from the TSX Venture Exchange The Flowr Corporation (the “Company”) announced that in connection with the closing of its previously announced sale transaction under the Companies’ Creditors Arrangement Act (Canada) (the “CCAAProceedings”), all of the former officers and directors of the Company have resigned and the Court has expanded the powers of Ernst & Young Inc., which acts as the Court appointed Monitor under the CCAA Proceedings (the “CCAA Monitor”) in order to oversee the remaining activities in the CCAA Proceedings including any distribution to creditors and the winding down of operations. On account of the Company having no operating business and having sold substantially all of its assets, as well as the resignation of its management and board of directors, the CCAA Monitor has requested that the common shares of the Company be delisted from the TSX Venture Exchange. 공시 • Feb 04
Avant Brands K1 Inc. (formerly 1000343100 Ontario Inc.) completed the acquisition of The Flowr Group (Okanagan) Inc. from The Flowr Corporation (TSXV:FLWR.H) for CAD 5.12 million. 1000343100 Ontario Inc. entered into a Stalking Horse Purchase Agreement to acquire The Flowr Group (Okanagan) Inc from The Flowr Corporation (TSXV:FLWR.H) for CAD 0.89 million on November 1, 2022. The transaction is subject to approval by the Ontario Superior Court of Justice,receipt of regulatory approval, the Stalking Horse Purchase Agreement being determined to be the successful bid in the SISP and the Court granting both an order approving the Stalking Horse Purchase Agreement and an Approval and Vesting Order. In the event the Purchaser is not the winning bidder under any such auction, the Stalking Horse Purchase Agreement will be terminated, and the Purchaser will be entitled to payment of a break-up fee in the amount of CAD 0.185 million following closing of the winning bid. The Purchase Price will be satisfied through (a) a credit bid of the DIP Loan in a principal amount of CAD 2 million, plus the Closing DIP Amount, if any, and any accrued and unpaid interest, expenses, fees and other amounts thereon, (b) a cash amount equal to the Purchase Price less the Credit Bid in cash, a portion of which may be payable in non-cash consideration in certain circumstances, and (c) the assumption of the Assumed Liabilities.
On December 1, 2022 1000343100 Ontario Inc. has entered into a definitive purchase agreement to acquire all of the issued and outstanding shares in the capital of The Flowr Group (Okanagan) Inc. The purchase price payable by 1000343100 Ontario Inc. for the Purchased Shares pursuant to the Purchase Agreement shall be CAD 5,115,000, being equal to (a) CAD4,015,000, and (b) common shares in the capital of Avant with a value of CAD 1.1 million based on the deemed price per Avant Share equal to a 15% discount to the volume weighted average price per Avant Share on the Toronto Stock Exchange for the 10 consecutive trading days preceding the close of trading on the trading day before the Closing Date. The Transaction is expected to close within Q1 of 2023. Jane Dietrich, Jeremy Bornstein, Jeffrey Mikelberg, Kori Williams, Chandimal Nicholas, Jonathan Sherman of Cassels is representing Avant.
Avant Brands K1 Inc. (formerly 1000343100 Ontario Inc.) completed the acquisition of The Flowr Group (Okanagan) Inc. from The Flowr Corporation (TSXV:FLWR.H) for CAD 7.7 million on February 3, 2023. The aggregate revised purchase price consists of (a) CAD 3.85 million payable in cash and (b) 7,402,186 common shares in the capital of Avant; plus (i) the amount of the Closing DIP Loan (to the extent not otherwise repaid), to an aggregate of CAD 2.5 million; and (ii) the value of the Assumed Liabilities, subject to certain adjustments (collectively, the “Purchase Price”). On January 31, 2023, the DIP Term Sheet was amended and the principal amount of the DIP Loan was increased by CAD 0.5 million to an aggregate of CAD 2.5 million. Board Change • Sep 24
High number of new and inexperienced directors There are 9 new directors who have joined the board in the last 3 years. The company's board is composed of: 9 new directors. No experienced directors. No highly experienced directors. Director Tom Flow is the most experienced director on the board, commencing their role in 2020. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Board Change • Jun 02
High number of new and inexperienced directors There are 8 new directors who have joined the board in the last 3 years. The company's board is composed of: 8 new directors. 2 experienced directors. No highly experienced directors. Independent Director Maurice Levesque is the most experienced director on the board, commencing their role in 2018. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Board Change • Apr 27
High number of new and inexperienced directors There are 8 new directors who have joined the board in the last 3 years. The company's board is composed of: 8 new directors. 2 experienced directors. No highly experienced directors. Independent Director Maurice Levesque is the most experienced director on the board, commencing their role in 2018. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Reported Earnings • Dec 01
Third quarter 2021 earnings: EPS in line with expectations, revenues disappoint Third quarter 2021 results: CA$0.02 loss per share (up from CA$0.073 loss in 3Q 2020). Net loss: CA$8.77m (loss narrowed 9.7% from 3Q 2020). Revenue missed analyst estimates by 15%. Over the next year, revenue is forecast to grow 149%, compared to a 6.9% growth forecast for the industry in Germany. Reported Earnings • Sep 01
Second quarter 2021 earnings released: CA$0.02 loss per share (vs CA$0.04 loss in 2Q 2020) Second quarter 2021 results: Net loss: CA$7.20m (loss widened 47% from 2Q 2020). Is New 90 Day High Low • Feb 11
New 90-day high: €0.37 The company is up 31% from its price of €0.28 on 13 November 2020. The German market is up 10.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Pharmaceuticals industry, which is up 11% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is €2.78 per share. Is New 90 Day High Low • Jan 04
New 90-day low: €0.20 The company is down 23% from its price of €0.27 on 06 October 2020. The German market is up 8.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Pharmaceuticals industry, which is up 7.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is €3.07 per share. Is New 90 Day High Low • Dec 11
New 90-day low: €0.23 The company is down 18% from its price of €0.27 on 11 September 2020. The German market is up 2.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Pharmaceuticals industry, which is down 2.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is €5.06 per share. Analyst Estimate Surprise Post Earnings • Nov 26
Revenue misses expectations Revenue missed analyst estimates by 0.1%. Over the next year, revenue is forecast to grow 600%, compared to a 2.5% growth forecast for the Pharmaceuticals industry in Germany. Reported Earnings • Nov 26
Third quarter 2020 earnings released: CA$0.07 loss per share Third quarter 2020 results: Net loss: CA$9.72m (loss narrowed 36% from 3Q 2019). Is New 90 Day High Low • Oct 01
New 90-day low: €0.25 The company is down 31% from its price of €0.36 on 03 July 2020. The German market is up 1.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Pharmaceuticals industry, which is down 5.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is €5.50 per share.