Organigram Holdings Inc. (NASDAQ: OGI) (TSX: OGI), (the “Company” or “Organigram”), a leading licensed producer of cannabis, announced today that it has mailed and filed a management information circular (the “Circular”) and related materials (the “Meeting Materials”) for its annual and special meeting (the “Meeting”) of the holders of its common shares (the “Shareholders”) to be held on January 18, 2024. In addition to routine annual business to be conducted (including the election of directors and the appointment of an auditor), Shareholders at the Meeting will be asked to approve the previously announced proposed C$124.6 million follow-on strategic equity investment in the Company (the “Investment”) from BT DE Investments Inc. (the “Investor”), a wholly owned subsidiary of British American Tobacco plc (“BAT”). The Investment is to be completed in three tranches, each subject to the satisfaction of certain closing conditions, which include (among other things), clearance under the Competition Act (satisfied on November 23, 2023), applicable stock exchange approval (TSX conditional approval of the Investment received on December 19, 2023), and the requisite approval of the Shareholders at the Meeting.
Information about the Meeting
The Meeting will be held in a virtual-only format via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1576 on Thursday, January 18, 2024 at 10:00 a.m. (Toronto Time). Instructions as to how to attend the Meeting and to vote are set out in the Meeting Materials mailed to Shareholders.
Reasons to Support the Investment
In making its recommendation that Shareholders vote to approve the Investment, the board of directors of the Company (the “Board”) carefully considered a number of factors, including the factors summarized below (which are set out in full in and qualified in their entirety by reference to the Circular):
- Provides Substantial Financial Capital to Invest in Growth Opportunities through the Jupiter Pool. If the Investment closes, the aggregate subscription price payable by the Investor to the Company over the course of three tranches will be approximately C$124.6 million. The majority of the Investment will be used by Organigram to create the “Jupiter Pool”, a strategic investment pool which will target investments in emerging opportunities.
- Builds on the Foundations of the Product Development Collaboration. In March 2021, Organigram and the Investor entered into a Product Development Collaboration Agreement, which was established to leverage the expertise of both companies to develop the next generation of non-combustible cannabis products. The Investor’s increased support of Organigram will accelerate the parties’ focus on innovative cannabis science and R&D outside of combustibles, with developments including a suite of emulsions, novel vapour formulations, flavour innovations, and packaging solutions.
- Offers Capitalization Today at a Premium to the Common Share Trading Price, allowing the Company to avoid Future Dilution. The Investor is acquiring the Shares at a price of C$3.2203 per share, which represented a premium to the closing price of the Company’s Common Shares on November 3, 2023 (being the last trading day prior to announcement of the Investment).
- Expands Partnership with BAT, a Global Leading Multi-Category Consumer Goods Business. While the Investor currently holds an 18.8% equity stake in the Company, the Investment would result in the Investor holding a significantly larger voting interest of 30.0% and an approximate 45.0% overall equity interest.
- Shareholder Approval. The Investment will not be completed unless the Investment is approved by Shareholders, including the approval by not less than a majority of the votes cast at the Meeting by the disinterested shareholders in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and the TSX Company Manual.
- BAT’s Certainty to Provide Financing. Relative to other capital raising alternatives, in either debt or future equity markets, the Board is confident in the Investor’s ability to finance and close the Investment.
- Likelihood of Closing. The obligation of the Investor to complete the Investment is subject to a limited number of closing conditions (and the Competition Act Closing Condition (as defined and described in the Circular) has already been satisfied) and is not subject to any financing condition.
- The Investor’s Covenants in Favour of Organigram. For a period of two years following the date of the Amended & Restated IRA (as defined in the Circular) to be entered into by the Company and the Investor upon the closing of the first tranche, the Investor will not, without the consent of the Company, subject to certain exceptions, directly or indirectly, or jointly or in concert with any other person: acquire any additional securities of the Company or its subsidiaries, enter into any acquisition of or business combination involving the Company or its subsidiaries, solicit proxies from the Shareholders or otherwise attempt to influence the conduct of the Shareholders, make any public announcement or take any action with respect to the foregoing, or advise, assist or encourage any other person to do, or take any action inconsistent with, any of the foregoing. Further, for one year following the date of the Amended & Restated IRA, the Investor will not transfer its shares of the Company, subject to certain exceptions. These covenants in favour of the Company are intended to provide market stability and preserve the value of the shares.
