MediPharm Labs to acquire VIVO Cannabis
by CM staff
The transaction is expected to combine two businesses.
BARRIE — MediPharm Labs and VIVO Cannabis announced that MediPharm and VIVO have entered into a definitive arrangement agreement whereby MediPharm has agreed to acquire VIVO in an all-equity business combination transaction.
“MediPharm Labs has been actively pursuing M&A opportunities in the industry since June of 2022,” said David Pidduck, CEO, and Director of MediPharm. “When we first met with the management of VIVO, it was immediately apparent that this was a natural fit from a strategy, values, approach and financial perspective.”
The transaction is expected to combine two businesses. Upon the completion of the transaction, existing MediPharm shareholders are expected to own between 65 per cent and 79 per cent of the combined company resulting from the transaction and VIVO shareholders are expected to own between 35 per cent and 21 per cent of the combined company.
Under the terms of the arrangement agreement, holders of common shares of VIVO will receive between 0.2110 and 0.4267 common shares of MediPharm for each VIVO share held, subject to adjustment. The exchange ratio at closing will be determined by the amount of interim working capital of VIVO, taking into account any funds advanced by MediPharm to VIVO up to a maximum of $3.75 million, by way of a promissory note.
The Interim Working Capital will allow VIVO to continue operations in the ordinary course throughout the proposed closing period. Holders of VIVO Shares will be entitled to receive such number of common shares of the Combined Company as is equivalent to 35 per cent of the issued and outstanding common shares of the combined company, which may be reduced depending on the Interim Working Capital of VIVO prior to closing, to a minimum of 21 per cent of the issued and outstanding common shares of the combined company.
