TORONTO–(BUSINESS WIRE)–Bluma Wellness Inc. (the “Company” or “Bluma Wellness”) (CSE: BWEL.U) (OTCQX:BMWLF) announces that it has filed a management information circular of the Company dated as of February 12, 2021 (the “Circular”) and related meeting and proxy materials in connection with a special meeting of the shareholders of the Company (“Bluma Shareholders”) to be held virtually at https://web.lumiagm.com/294537536, beginning at 10:00 a.m. (Toronto time) on March 19, 2021 (the “Meeting”). The Meeting is being held to consider and approve, among other things, the Company’s proposed arrangement (the “Arrangement”) with Cresco Labs Inc. (“Cresco”) (CSE:CL) (OTCQX:CRLBF) to be completed by way of a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Plan of Arrangement”), pursuant to the arrangement agreement entered into between the Company and Cresco on January 13, 2021 (the “Arrangement Agreement”). The Meeting will be held in accordance with the terms of an interim order of the Supreme Court of British Columbia (the “Court”) obtained on February 11, 2021. Bluma Shareholders of record at the close of business on February 8, 2021 will be entitled to attend and vote at the Meeting.
The Circular and related meeting materials are available on the Company’s SEDAR profile at www.sedar.com and have been mailed to Bluma Shareholders of record on February 8, 2021. Holders of the Company’s restricted share units will also be sent a copy of the Circular. Bluma Shareholders are encouraged to attend and vote at the Meeting or by proxy prior to the proxy cut-off of 10:00 a.m. (Toronto time) on March 17, 2021. Details on how to attend the Meeting and how to vote are contained in the Circular. The Circular contains important information regarding the Arrangement Agreement and the Arrangement with Cresco, pursuant to which Cresco will acquire all of the issued and outstanding common shares of the Company (the “Bluma Shares”). If the Arrangement is completed, Bluma Shareholders will receive 0.0859 of a subordinate voting share of Cresco for each Bluma Share held, subject to adjustment in accordance with the terms of the Plan of Arrangement.
The completion of the Arrangement is subject to a number of conditions, including but not limited to, approval by the shareholders of the Company at the Meeting, the approval of the Court, and the receipt of all required regulatory approvals, including of the Canadian Securities Exchange, the Florida Department of Health Office of Medical Marijuana Use, and clearance under the U.S. Hart-Scott-Rodino Antitrust Improvements Act. If the Arrangement is approved by the requisite majority of Bluma Shareholders at the Meeting, the Company will apply to the Court for final approval of the Arrangement on March 25, 2021. Subject to the receipt of all required approvals and the satisfaction or waiver of all applicable conditions, the Arrangement is expected to close by the beginning of the second quarter of 2021.
About Bluma Wellness Inc.
Bluma Wellness Inc. owns and operates a vertically-integrated, licensed medical cannabis company in the State of Florida doing business as “One Plant Florida.” One Plant Florida cultivates, processes, dispenses and retails medical cannabis to qualified patients in the State of Florida through multiple retail dispensaries and an innovative next-day door-to-door e-commerce home delivery service, thereby offering convenient access for its customers and meeting the demands of an evolving retail landscape. Bluma Wellness plans to continue expanding its cultivation and distribution operations as the Florida market grows.
The Company’s securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws including information relating to the date, time and format of the Meeting, the business to be conducted at the Meeting, information relating to the Arrangement including the consideration to be received by Bluma Shareholders in exchange for their Bluma Shares, the satisfaction of the conditions for the completion of the Arrangement, the anticipated date of the application for the final order of the Court and the anticipated timing of the completion of the Arrangement. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things: the ability of Bluma Wellness and Cresco to receive, in a timely manner, the regulatory, court, shareholder, stock exchange and other third-party approvals necessary to consummate the Arrangement; actions taken by government entities or others seeking to prevent or alter the terms of the Arrangement; risks relating to cannabis being illegal under US federal law and risks of US federal enforcement actions related to cannabis activities; the Company’s ability to comply with all applicable governmental regulations in a highly regulated business; negative changes in the political environment or in the regulation of medical cannabis in the state of Florida; the risk of any disruptions to the Company’s business and operations as a result of the COVID-19 pandemic; negative shifts in public opinion and perception of the cannabis industry and cannabis consumption; increasing competition in the industry; risks of product liability and other safety-related liability as a result of usage of the Company’s cannabis products; the Company’s limited operating history with no assurance of profitability; the ability of the Company to access future financing if needed or on terms acceptable to the Company; the risk of defaulting on its existing debt; risk of shortages of or price increases in key inputs, suppliers and skilled labor; the risks inherent in running agricultural operations such as pests and crop failure; loss of licenses; reliance on key personnel; cybersecurity risks; constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks and risk of litigation.
The forward-looking information in this press release are made as of the date of this release. The Company does not undertake any obligation to update forward-looking information except as required by applicable securities laws.