VANCOUVER: Choom Holdings Inc. and Phivida Holdings Inc. announced the completion of the acquisition of Phivida by Choom, originally announced on June 3, 2020, pursuant to a court-approved plan of arrangement.
The Plan of Arrangement was implemented pursuant to the terms and conditions of an arrangement agreement dated June 2, 2020 between Choom and Phivida (as amended), and has resulted in the acquisition by Choom of all of the issued and outstanding shares of Phivida in exchange for consideration of 0.72566 of a common share of Choom for each Phivida Share. In connection with the Plan of Arrangement, Peter Simeon, a director of Phivida, joined the board of directors of Choom.
In connection with the closing, a total of 64,608,187 Choom Shares have been issued to the former holders of Phivida Shares, resulting in former Phivida shareholders holding approximately 28.6% of the total number of issued and outstanding Choom Shares (based on 225,753,870 Choom Shares issued and outstanding immediately after closing). In addition, the outstanding options to purchase Phivida Shares have been replaced with options to purchase Choom Shares on the same terms and conditions, other than necessary adjustments to take into account the Exchange Ratio, as set out in the Plan of Arrangement.
In order to obtain their Choom Shares, former registered shareholders of Phivida will be required to complete a letter of transmittal and submit it to Computershare Investor Services Inc. and otherwise follow the instructions contained in the letter of transmittal and described in the management information circular of Phivida dated August 5, 2020 in connection with the annual general and special meeting of holders of Phivida Shares held on September 4, 2020 to, among other matters, approve the Arrangement.
It is expected that the Phivida Shares will be delisted from the Canadian Securities Exchange on or about September 18, 2020. Phivida will also apply to cease to be a reporting issuer in the jurisdictions in which it is currently a reporting issuer.
BDO Transaction Advisory Services Inc. acted as the exclusive financial advisor to Choom. Pushor Mitchell LLP acted as legal counsel to Choom.
Hillcrest Merchant Partners Inc. acted as the exclusive financial advisor to Phivida. Phivida received an independent fairness opinion from Haywood Securities Inc. Gowling WLG (Canada) LLP acted as legal counsel to Phivida.
Choom is a fast-expanding retail cannabis company who has established one of the largest store networks in Canada. The Choom brand is inspired by Hawaii’s “Choom Gang” – a group of buddies in Honolulu during the 1970s who loved to smoke weed – or as the locals called it, “Choom”.
Evoking the spirit of the original Choom Gang, Choom’s brand caters to the Canadian market with the ethos of “cultivating good times”. Choom™ is focused on delivering an elevated customer experience through its curated retail environments, offering a diversity of brands for Canadians across a national retail network.