LAS VEGAS, NV / ACCESSWIRE / December 20, 2021 / PRESS RELEASE / Planet 13 Holdings Inc. and Next Green Wave Holdings Inc. have announced that they have entered into a definitive arrangement agreement (the "Agreement") pursuant to which Planet 13 will acquire all of the issued and outstanding common shares (the "NGW Shares") of NGW, by way of a court approved plan of arrangement, for total consideration of approximately C$91 million (the "Transaction").
Proposed Transaction
Under the terms of the Agreement and based on pricing as of Dec. 17, 2021, shareholders of Next Green Wave ("NGW Shareholders") will receive 0.1081 of a common share of Planet 13 (the "Exchange Ratio") subject to calculations as described below, and $0.0001 in cash, for each NGW Share held. Based on Planet 13's 10-day volume weighted average price ("VWAP") and the Exchange Ratio as at Dec. 17, 2021, the implied deal price per NGW Share is C$0.465, representing a premium of approximately 52% to the closing price and 44% to the 10-day VWAP of NGW Shares on the Canadian Securities Exchange (the "CSE") as of Dec. 17, 2021. The Exchange Ratio is subject to adjustment as follows:
If the 10-day VWAP of Planet 13 common shares (the "Planet 13 Shares") on the CSE immediately preceding the second business day prior to the closing of the Transaction (the "Planet 13 Closing Price") is below C$5.50 but above C$4.06, then the Exchange Ratio will be calculated as C$0.4650 divided by the Planet 13 Closing Price;If the Planet 13 Closing Price is less than or equal to C$4.06, then the Exchange Ratio shall be 0.1145; andIf the Planet 13 Closing Price is greater than or equal to C$5.50, then the Exchange Ratio shall be 0.0845.After giving effect to the Transaction, and based on pricing as of Dec. 17, 2021, NGW Shareholders will hold approximately 9.2% ownership in the pro-forma company (on a fully-diluted basis).
Transaction Rationale
Significant premium being offered to NGW Shareholders of approximately 44% based on both company's 10-day VWAP and representing an implied offer price of approximately C$0.465 per NGW Share as of Dec. 17, 2021.Transaction is expected to be immediately accretive to 2021 and 2022 EBITDA.Transaction structure provides meaningful price protection against market volatility in Planet 13's share price up to the completion of the Transaction.NGW's operations will serve as the backbone of Planet 13's continued focus on the California market. NGW will enable Planet 13 to introduce their diverse brand portfolio of exotic, pheno-hunted cultivars to the Santa Ana SuperStore as well as across the state.NGW Shareholders will immediately benefit from the enhanced size, scale and liquidity of Planet 13's capital markets presence.NGW Shareholders will participate fully in the upside of Planet 13's upcoming expansions into Illinois and Florida.Planet 13 to retain NGW's management team, deepening the pro forma company's knowledge base and expertise across the California market.Planet 13 to benefit from NGW's highly respected cultivation techniques and pheno-hunted cultivars, greatly expanding the pro forma company's cultivation capabilities, product offerings, consistency and proficiency.Combined experience and expertise of the Planet 13 and NGW operational teams will drive further improvements across the pro forma company's footprint.Management Commentary
"Today's announcement is an extension of the strategy we've laid out for investors of adding cultivation and production in California to vertically integrate and bring our highly popular brands into the state. We are methodically expanding our footprint to drive topline growth and improved profitability," said Bob Groesbeck, co-CEO and co-founder of Planet 13. "We've been incredibly impressed by the Next Green Wave team and their ability to generate revenue and Adjusted EBITDA based on the quality of their cultivation and manufacturing in this very competitive market."
"This is an exciting day for Next Green Wave shareholders. Planet 13 has proven its ability to run incredibly productive retail locations and create manufactured products that command a significant share of sales in their home state of Nevada," said Mike Jennings, CEO of Next Green Wave. "They are a perfect fit for Next Green Wave, and being a part of their attractive growth profile and expansion in Illinois and Florida is the correct next step for NGW."
Further Transaction Details
The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) and is subject to, among other things, the approval of NGW Shareholders at a special meeting of NGW Shareholders expected to be held in February 2022 (the "NGW Special Meeting"), receipt of all applicable CSE, regulatory and court approvals, and completion of other customary closing conditions. At the NGW Special Meeting, the Arrangement will require approval by at least two-thirds of the votes cast by NGW Shareholders present in person or represented by proxy and entitled to vote at the NGW Special Meeting. Approval of Planet 13 shareholders is not required.
The Transaction has been unanimously approved by the board of directors of both Planet 13 and Next Green Wave.
The Agreement contains customary representations, warranties and covenants for transactions of this nature, including termination fees of $3,250,000 and $2,000,000 payable by Next Green Wave and Planet 13, respectively, in the event the Transaction is terminated under certain circumstances. In addition, the Agreement contains an expense reimbursement fee of up to $1,000,000 payable by Next Green Wave to Planet 13 if the Transaction is terminated in certain circumstances. Pursuant to the Agreement, upon closing, all outstanding NGW options to acquire NGW Shares will be exchanged for options of Planet 13 that will entitle the holders to receive, upon exercise thereof, Planet 13 Shares based upon the Exchange Ratio.
Additional details of the Transaction will be provided to NGW Shareholders in an information circular to be mailed in connection with the NGW Special Meeting and available under NGW's profile at www.sedar.com. Copies of the Agreement and certain related documents will be filed with Canadian securities regulators and also available at www.sedar.com.
It is currently anticipated that, subject to receipt of all regulatory, court, shareholder and other approvals, the Transaction is expected to close in the first quarter of 2022.
Recommendation of NGW Board
The board of directors of NGW (the "NGW Board") formed a special committee of independent members (the "Special Committee") to, among other things, review and evaluate the terms of the Transaction, to make a recommendation to the NGW Board in respect of the Transaction and to negotiate the terms and conditions of the Agreement and related matters. The Special Committee obtained fairness opinions from each of INFOR Financial Inc. and Evans & Evans, Inc. stating that, as of the date of the opinions and subject to the assumptions and limitations contained in such opinions, the consideration to be received by NGW Shareholders pursuant to the Transaction is fair, from a financial point of view, to NGW Shareholders. Based on the advice and recommendation of the Special Committee, the NGW Board determined that the Transaction is fair to NGW Shareholders, that the Transaction is in the best interests of NGW and unanimously recommends that NGW Shareholders vote in favor of the resolution to approve the Transaction at the NGW Special Meeting. All of the directors and officers of NGW and a certain shareholder of NGW (who hold in the aggregate approximately 21% of the issued and outstanding NGW Shares) have executed voting and support agreements with Planet 13 pursuant to which they have agreed, among other things, to support the Transaction and vote their NGW Shares in favor of the Transaction.
Financial and Legal Advisors
Beacon Securities Limited acted as financial advisor to Planet 13 and provided a fairness opinion to the Planet 13 board of directors that states that, as of the date of the opinion and subject to the assumptions and limitations contained in the opinion, the consideration to be paid by Planet 13 pursuant to the Transaction is fair, from a financial point of view, to Planet 13.
Wildeboer Dellelce LLP and Cozen O'Connor acted as legal advisors to Planet 13.
INFOR Financial Inc. acted as the financial advisor to NGW. INFOR Financial Inc. and Evans & Evans, Inc. each provided a fairness opinion to the NGW Board and the Special Committee, respectively, as described above.
McMillan LLP and Farella Braun + Martel LLP acted as legal advisors to Next Green Wave.
Proxy Solicitation
NGW has engaged Kingsdale Advisors ("Kingsdale") as its strategic shareholder and communications advisor and proxy solicitation agent. NGW Shareholders with questions regarding the Transaction may contact Kingsdale by email at [email protected].
