공시 • Feb 28
Ayr Strategies Inc. (CNSX:AYR.A) completed the acquisition of Liberty Health Sciences Inc. (CNSX:LHS).
Ayr Strategies Inc. (CNSX:AYR.A) entered into a non-binding letter of intent to acquire Liberty Health Sciences Inc. (CNSX:LHS) for approximately $280 million on December 4, 2020. Ayr Strategies Inc. entered into a definitive arrangement agreement to acquire Liberty Health Sciences Inc. on December 21, 2020. Ayr will acquire all of the issued and outstanding shares of Liberty in an all share transaction on a fully diluted basis. Under the terms of the arrangement, shareholders of Liberty will receive, subject to a collar, 0.03683 of a subordinate voting share or restricted voting share for each Liberty Share held (the “Exchange Ratio”), except that if the volume-weighted average price of the Ayr’s shares on the CSE for the 20 trading days immediately preceding the third business day prior to the effective date (Closing Price) is below CAD 27.15 ($21.12) but greater than or equal to CAD 23.08 ($17.95), then the exchange ratio will be calculated as CAD 1.00 ($0.78) divided by the Closing Price, and if the Closing Price is below CAD 23.08 ($17.95), then the Exchange Ratio will be 0.0433. Liberty's $4.325 million ($3.36 million) principal amount convertible debentures due November 22, 2021 will survive the closing of the arrangement. Following the closing, each such convertible debenture shall represent the right of the holder to (i) acquire shares of Ayr in lieu of shares of Liberty, or (ii) require Ayr to purchase the convertible debentures at 101% of the principal amount thereof plus unpaid interest. Liberty’s shareholders are expected to hold approximately 20% ownership of Ayr. In the event that the transaction is terminated in certain circumstances, a termination fee of CAD 13 million ($10.11 million) payable by Liberty to Ayr. Upon completion of the transaction, Liberty will nominate 1 independent Director to serve on the Board of Directors of Ayr. Ayr expects to retain all 335 employees of Liberty as part of the transaction.
The transaction is subject to, among other things, the approval of 66 2/3% of Liberty’s shareholders at a special meeting, receipt of all applicable CSE and regulatory approvals including HSR review, court approvals, dissent rights not having been exercised with respect to more than 5% of Liberty’s issued and outstanding common shares, senior management of Liberty having resigned and other customary conditions of closing. Approval of shareholders of Ayr is not required. Shareholders of Liberty, holding approximately 29% of the outstanding common shares, have entered into voting and support agreements in favor of the transaction. The transaction has been unanimously approved by the Board of Directors of each of Liberty and Ayr. Shareholders of Liberty will hold a special meeting on February 23, 2021 to approve the transaction. As of February 23, 2021, Liberty shareholders approved the transaction. The transaction is expected to be completed in the first quarter of 2021. The transaction is expected to close shortly after final approval by the Court, which is expected on February 25, 2021.
ATB Capital Markets Inc. acted as financial advisor to Liberty and provided a fairness opinion to the Liberty Board. Cormark Securities Inc. acted as financial advisor and provided an independent fairness opinion to the Liberty Board. Lawrence Wilder, Adam Kline, Lucy Schilling, Neil Gurmukh, Ron Choudhury, Eric Dufour and Bryan Hicks of Miller Thomson LLP, Peter Simeon of Gowling WLG, Nauth LPC and Greenspoon Marder LLP acted as legal advisors to a shareholder of Liberty. Richard Raymer of Dorsey & Whitney LLP and Simon Romano of Stikeman Elliott LLP acted as legal advisors to Ayr. Canaccord Genuity Corp. provided a fairness opinion to the Board of Directors of Ayr. Carson Proxy Advisors Ltd. acted as proxy solicitor to Ayr and will received a fee of of CAD 75,000 ($58,461.6). Odyssey Trust Company acted as transfer agent for Liberty.
Ayr Strategies Inc. (CNSX:AYR.A) completed the acquisition of Liberty Health Sciences Inc. (CNSX:LHS) on February 26, 2021. As a result of the completion of the transaction, Liberty common shares, which traded under the symbol “LHS” on the CSE, will be delisted effective as of the close of trading on or about February 26, 2021. The Supreme Court of the British Columbia approved the transaction on February 25, 2021.