BARRIE,
ON, March 21, 2023 /CNW/ - MediPharm
Labs Corp. (TSX: LABS) (OTCQX: MEDIF) (FSE: MLZ) ("MediPharm",
or "MediPharm Labs") is pleased to announce that the shareholders
of MediPharm (the "Shareholders") have approved the plan of
arrangement under section 192 of the Canada Business
Corporations Act (the "Arrangement"), previously announced on
December 22, 2022, pursuant to which
MediPharm will acquire all of the issued and outstanding common
shares ("VIVO Shares") of VIVO Cannabis Inc. ("VIVO") in an
all-equity business combination transaction. 47,742,357 votes, or
approximately 94.063% of the votes cast at the special meeting of
Shareholders held on March 21, 2023,
were cast in favour of the resolution approving the issuance of the
common shares of MediPharm (the "MediPharm Shares") as
consideration under the Arrangement. Details of the voting results
will be filed under MediPharm's profile on SEDAR at
www.sedar.com.
In accordance with the terms of the arrangement agreement dated
December 21, 2022 between VIVO and
MediPharm, if the Arrangement becomes effective, the shareholders
of VIVO (the "VIVO Shareholders") (other than dissenting VIVO
Shareholders) will receive between 0.2110 of a MediPharm Share and
0.4267 of a MediPharm Share for each VIVO Share held. Upon the
completion of the Arrangement, existing Shareholders are
expected to own between 65% and 79% of the combined company
resulting from the Arrangement (the "Combined Company") and
shareholders of VIVO are expected to own between 35% and 21% of the
Combined Company.
Completion of the Arrangement is subject to court approvals, and
the satisfaction or waiver of other customary closing conditions.
The Arrangement has been approved by VIVO Shareholders at the
special meeting of VIVO Shareholders held on March 21, 2023. No VIVO Shareholders exercised
dissent rights with respect to the Arrangement. The Toronto Stock
Exchange has conditionally approved the listing of the MediPharm
Shares to be issued in connection with the Arrangement. It is
currently expected that the effective date of the Arrangement will
occur on or about the completion of the first quarter of 2023.
Further details with respect to the Arrangement are included in
the joint management information circular of MediPharm and VIVO
dated February 6, 2023 (the
"Circular"), which can be found under MediPharm's profile on SEDAR
at www.sedar.com. More business information regarding the
Arrangement can be found on the MediPharm Investor website.
About MediPharm Labs
Founded in 2015, MediPharm Labs specializes in the development
and manufacture of purified, pharmaceutical-quality cannabis
concentrates, active pharmaceutical ingredients (API) and advanced
derivative products utilizing a Good Manufacturing Practices
certified facility with ISO standard-built clean rooms. MediPharm
Labs has invested in an expert, research driven team,
state-of-the-art technology, downstream purification methodologies
and purpose-built facilities with five primary extraction lines for
delivery of pure, trusted and precision-dosed cannabis products for
its customers. Through its wholesale and white label platforms,
MediPharm Labs formulates, develops (including through sensory
testing), processes, packages and distributes cannabis extracts and
advanced cannabinoid-based products to domestic and international
markets.
In 2021, MediPharm Labs received a Pharmaceutical Drug
Establishment Licence from Health Canada, becoming the only company
in North America to hold a
domestic Good Manufacturing Licence for the extraction of natural
cannabinoids. MediPharm carries out its operations in compliance
with all applicable laws in the countries in which it operates.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements relate
to, among other things, statements regarding: the Arrangement; the
terms and conditions pursuant to which the Arrangement will be
completed, if at all; the Combined Company; the anticipated timing
for receipt of necessary court and regulatory approvals for the
Arrangement; and the anticipated timing for completion of the
Arrangement. Forward-looking statements are necessarily based upon
a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: the ability of MediPharm and VIVO to receive all
necessary court, shareholder and regulatory approvals for the
Arrangement; general business, economic, competitive, political and
social uncertainties; and other factors discussed in each of
MediPharm's and VIVO's public filings, including the Circular,
which are available on SEDAR at www.sedar.com. There can be
no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on the forward-looking statements and
information contained in this news release. Except as required by
law, MediPharm assumes no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors,
should they change.
SOURCE MediPharm Labs Corp.
