Emblem shareholders green light all-share transaction with Aleafia Health

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Emblem Corp. shareholders have voted in favour of a definitive agreement jointly announced in December in which Aleafia will acquire all of the company’s issued and outstanding common shares in an all-share transaction valued at about $173.2 million.

At a special shareholders meeting Mar. 6, shareholders voted to advance “a special resolution to approve the proposed arrangement,” reports Aleafia Health, a vertically integrated, national cannabis company that operates a major medical clinic, cannabis cultivation and R&D facilities, and is a federally licensed cannabis producer and vendor.

Emblem, for its part, is a fully integrated cannabis company and, through its wholly owned subsidiary Emblem Cannabis Corporation, is licensed to cultivate, process and sell cannabis and cannabis derivatives in Canada under the Cannabis Act.

“A total of 56,797,782 Emblem shares, representing approximately 43.29 percent of the outstanding Emblem common shares, were represented in person or by proxy at the meeting,” the company press release explains. “Of the votes cast with respect to the arrangement, an aggregate of 52,489,816 Emblem common shares were voted in favour of the arrangement, representing approximately 93.46 percent of the votes cast on the resolution,” it adds.

The arrangement required approval by two-thirds of the votes cast by shareholders present in person or represented by proxy at the meeting.

“When the transaction is completed, it is expected that existing Aleafia and Emblem shareholders will own approximately 59 percent and 41 percent of Aleafia, respectively, on a fully diluted in-the-money basis,” the joint statement in December noted.

Beyond creating a leading Canadian medical cannabis clinic and a highly differentiated medical product portfolio, the arrangement further provides for scaled production capacity and a national and global distribution platform with provincial supply agreements, retail partnerships and partnerships in the European Union and Australia.

“It is anticipated that the arrangement will be completed as soon as practicable following receipt of the final order of the Ontario Superior Court of Justice, which is expected to be obtained on or about Mar. 8, 2019, and following the satisfaction or waiver of all other conditions precedent to the arrangement including the final approval of the TSX Venture Exchange,” the press release goes on to say.

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