Acreage’s floating shareholders approve approve arrangement with Canopy Growth

Acreage Holdings (ACRHF) announced that, at a special meeting of holders of Acreage’s Class D subordinate voting shares held on March 15, 2023, the Floating Shareholders voted in favor of a special resolution authorizing and approving the arrangement under section 288 of the Business Corporations Act with Canopy Growth Corporation and Canopy USA, and matters related thereto. The Arrangement Resolution required approval by at least 66 2/3% of the votes cast at the Meeting by the Floating Shareholders. Additionally, pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, the Arrangement Resolution required approval by at least a majority of votes cast at the Meeting by the Floating Shareholders, excluding the Floating Shares held by any "interested party", any "related party" of an "interested party" or any "joint actor", all as more particularly described in Acreage’s proxy statement and management information circular mailed to Floating Shareholders in connection with the Meeting. Acreage expects that the hearing date for the application for the final order of the Supreme Court of British Columbia will take place on or about March 20, 2023 in Vancouver, British Columbia. In accordance with the terms of the floating share arrangement agreement dated October 24, 2022, among the Company, Canopy and Canopy USA, Canopy has agreed, subject to the terms and conditions set forth therein, to exercise its option pursuant to the arrangement agreement between Canopy and Acreage dated April 18, 2019, as amended to acquire Acreage’s outstanding Class E subordinate voting shares, representing approximately 70% of the total shares of Acreage as at the date hereof, at a fixed exchange ratio of 0.3048 of a common share of Canopy for each Fixed Share held, such exercise to occur no later than five business days following the satisfaction of all required conditions. Upon completion of: the acquisition of the Floating Shares pursuant to the Floating Share Arrangement; and the acquisition of the Fixed Shares pursuant to the arrangement under Section 288 of the BCBCA on the terms and conditions set out in the Existing Arrangement Agreement, Canopy USA will own 100% of the issued and outstanding shares in the capital of Acreage. Upon receipt of the Final Order and the satisfaction or waiver of all other conditions set out in the Floating Share Arrangement Agreement, which the parties continue to work towards, the parties will complete the Floating Share Arrangement.