IM Cannabis Corp. completed the acquisition of MYM Nutraceuticals Inc. from group of shareholders.
The transaction, which is to be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), will require the approval of (i) two-thirds of the votes cast by shareholders of MYM and holders of exchangeable shares exchangeable into MYM common shares, voting together as a single class; and (ii) 50%+1 of the MYM shareholders (including the exchangeable shareholders, excluding shares held directly or indirectly by Michael Wiener in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, at a special meeting expected to take place in Q2 2021 (the "MYM Meeting"). MYM's directors and officers, as well as Biome Grow Inc., which together currently hold approximately 41.7% of the common shares of MYM (giving effect to exchange of the exchangeable shares), have each entered into voting support agreements to vote their shares in favour of the transaction and lock-up agreements restricting the resale of IMC common shares to be owned by such individuals upon closing of the transaction to a staggered 1/6 release per month of such shares for a period of 6 months. Completion of the transaction is subject to the interim order and the final order have both been obtained and regulatory approvals and all third person and other consents shall have been obtained, Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding MYM Shares, MYM shall have received resignations from each director and officer of the MYM requested by IM Cannabis, Based on the Opinion and after consulting with its financial and legal advisors, among other considerations, the independent members of the Board of Directors of MYM have unanimously determined that the transaction is in the best interests of MYM, resolved to recommend that MYM shareholders vote in favor of the transaction; and determined that the consideration to be received by MYM shareholders pursuant to the transaction is fair from a financial point of view to MYM shareholders. The Board of Directors of MYM formed a special committee of independent members to review and approve the transaction. As of May 25, 2021, the record date for the upcoming special meeting of shareholders of MYM disclosing that the record date will be May 31, 2021 and the Meeting will be on July 5, 2021. Both Glass, Lewis & Co. and Institutional Shareholder Services Inc. recommend that MYM shareholders vote in favour of the resolution to be voted on at the special meeting of shareholders to be held on July 5, 2021. As of July 5, 2021, MYM Shareholders approved the plan of arrangement at its special meeting of shareholders. MYM intends to seek a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on July 8, 2021. Assuming timely receipt of all necessary court, third-party approvals and the satisfaction of all other conditions. As of July 8, 2021, the Supreme Court of British Columbia approved the plan of arrangement. The transaction is expected to occur before the end of the second half of 2021. closing of the Arrangement is expected to occur on or about July 9, 2021.The transaction is expected to be immediately accretive to IMC's financial results in 2021 and beyond.
Hyperion Capital Inc. provided a fairness opinion to the MYM Special Committee. Desjardins Securities Inc. provided a fairness opinion to the Board of Directors of IMC. Desjardins Securities Inc. and Janan Paskaran and Michael Despres of Torys LLP are acting as financial advisors and legal counsel, respectively, to IMC. Dentons Canada LLP is acting as legal counsel to Desjardins Capital Markets. Hyperion Capital Inc. and Borden Ladner Gervais LLP are acting as financial advisor and legal counsel, respectively, to MYM. Blake, Cassels & Graydon LLP is acting as legal counsel to Hyperion Capital Inc. Computershare Investor Services Inc. acted as transfer agent and D.F. King Canada acted as information agent for MYM. Shona C. Smith and Thomas M. Rose of Troutman Pepper Hamilton Sanders LLP acted as legal advisors to MYM Nutraceuticals. James Guttman of Dorsey & Whitney LLP acted as legal advisor to IM Cannabis Corp.
IM Cannabis Corp. (CNSX:IMCC) completed the acquisition of MYM Nutraceuticals Inc. (CNSX:MYM) from group of shareholders on July 9, 2021. It is expected that the MYM shares will be delisted from the Canadian Securities Exchange.