TORONTO, ONTARIO--(Marketwired - June 7, 2017) - MedReleaf today closed its initial public offering and secondary offering (the "IPO") pursuant to the final prospectus of MedReleaf dated May 30, 2017 (the "Prospectus") and an underwriting agreement (the "Underwriting Agreement") entered into among MedReleaf and certain selling shareholders, namely Zola Finance Inc., MENA Investment Network Inc., AJA Holdings 2013 Inc., Rayray Investments Inc., Tikun Olam Ltd., Baronford Heights Limited, Eva Fashion Limited, MedMen Opportunity Fund, LP and Neil Closner (collectively, the "Selling Shareholders") and GMP Securities L.P. ("GMP") as co-lead underwriter and sole bookrunner, Clarus Securities Inc. as co-lead underwriter, Canaccord Genuity Corp., Cowen and Company, LLC, Eight Capital and PI Financial Corp. (collectively, the "Underwriters").
Following a capital reorganization of MedReleaf that was completed prior to, and in connection with, the closing of the IPO and described in the Prospectus, immediately prior to the closing of the IPO, Tikun Olam Ltd. ("TO") owned 10,675,394 Common Shares, representing approximately 13.0% of the issued and outstanding Common Shares. The Common Shares owned by TO are controlled by Tsachi Cohen.
In connection with the closing of the IPO, MedReleaf issued and sold 8,494,742 Common Shares from treasury and the Selling Shareholders sold an aggregate of 2,105,258 Common Shares, of which 292,129 Common Shares were sold by TO, all at a price of $9.50 per Common Share (for gross proceeds to TO of $2,775,226). Immediately after the closing of the IPO, TO owned 10,383,265 Common Shares, representing approximately 11.5% of the issued and outstanding Common Shares.
In addition, MedReleaf and the Selling Shareholders granted an over-allotment option to the Underwriters pursuant to the Underwriting Agreement, exercisable for 30 days following closing. If the over allotment option is exercised in full, MedReleaf will issue and sell an additional 642,630 Common Shares and the Selling Shareholders will sell an additional aggregate of 947,370 Common Shares, of which 64,918 Common Shares will be sold by TO, all at a price of $9.50 per Common Share (for gross proceeds to TO of $616,721), and TO will own 10,318,347 Common Shares, representing approximately 11.3% of the issued and outstanding Common Shares.
Except as provided in this press release, TO intends to hold its Common Shares for investment purposes. TO will evaluate its investment in MedReleaf from time to time and, except as provided in this press release, may, based on such evaluation, market conditions and other circumstances, acquire further Common Shares or other securities of MedReleaf or dispose of its holdings of securities of MedReleaf.
In connection with the IPO, TO entered into a lock-up agreement with GMP pursuant to which TO agreed, subject to certain exceptions, not to directly or indirectly offer, sell or otherwise dispose of, without the prior consent of GMP (on behalf of the Underwriters), any securities of MedReleaf for a period of: (a) 180 days following Closing, with respect to one-half of the securities of MedReleaf held by TO; and (b) one year following Closing, with respect to the remaining securities of MedReleaf held by TO.
For further information, please refer to the Prospectus and the Underwriting Agreement which are filed on MedReleaf's SEDAR profile at www.sedar.com.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report. For further information, or to obtain a copy of the early warning report filed in connection with this press release, please contact Dennis Fong at (416) 283-9930.
Contact Information:
(416) 283-9930