SOL Global Investments Corp. (“SOL Global”) (CSE: SOL) (OTCQ: SOLCF) (Frankfurt: 9SB) is pleased to announce that the Ontario Securities Commission (the “OSC”) has granted an exemptive relief order (the “Relief Order”) exempting SOL Global from complying with the requirement that SOL Global first takes up all of its common shares (the “Common Shares”) deposited under its currently underway substantial issuer bid (the “Offer”) before extending the expiration date of the Offer.
Pursuant to the Offer, which was launched on October 20, 2021, SOL Global invited holders of Common Shares to tender, for purchase and cancellation by SOL Global, Common Shares for an aggregate purchase price not exceeding $30,000,000 (“Auction Tender Limit Amount”). Subject to the terms and conditions set out in the formal offer to purchase, the issuer bid circular dated October 20, 2021 (the “Bid Circular”), letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents”), the Offer will proceed by way of a “Dutch auction”. Holders of Common Shares wishing to tender to the Offer will be entitled to specify the number of Common Shares being tendered at a price of not less than $4.05 and not more than $4.25 per Common Share in increments of $0.05 per Common Share (the “Auction Tender”).
The purchase price to be paid by SOL Global for each validly deposited common share (the “Purchase Price”) will be determined upon expiry of the Offer and will be based on the number of Common Shares validly deposited and the prices specified by shareholders as part of their Auction Tender. As a result, SOL Global shareholders who tender their Common Shares will set the Purchase Price for the Offer. The Purchase Price will be the lowest price (which will not be more than $4.25 per common share and not less than $4.05 per Common Share) which enables SOL Global to purchase Common Shares up to the maximum amount available under the Offer, determined in accordance with the terms of the Offer. Common Shares deposited at or below the Purchase Price as finally determined by SOL Global will be purchased at such Purchase Price. Common Shares deposited at prices above the Purchase Price will not be taken up in connection with the Offer and will be returned to the respective shareholders.
If the aggregate Purchase Price for validly tendered Common Shares is greater than the Auction Tender Limit Amount, SOL Global will purchase Common Shares from the holders of Common Shares who made Purchase Price tenders or tendered at or below the Purchase Price as finally determined by SOL Global on a pro rata basis, except that "odd lot" holders (holders of less than 100 Shares) will not be subject to proration.
The Offer is not be conditional upon any minimum number of Common Shares being tendered. The Offer is, however, subject to other conditions described in the Offer Documents and SOL Global reserves the right, subject to applicable laws, to withdraw, extend or vary the Offer, if, at any time prior to the payment of deposited Common Shares, certain events occur. The Offer is currently open for acceptance until 11:59 p.m. (Toronto time) on November 26, 2021 (the “Expiration Date”), unless withdrawn, extended or varied by SOL Global.
As set out in Bid Circular SOL Global applied for exemptive relief from the OSC to permit SOL Global to extend the Offer in circumstances in which all of the terms and conditions of the Offer have either been satisfied or waived by SOL Global, without first taking up Common Shares which have been deposited (and not withdrawn) before the Offer’s expiry date (the “Extension Relief”). On November 24, 2021, the OSC granted SOL Global the Relief Order providing the Extension Relief which will allow SOL Global to, subject to the conditions in the Relief Order, elect to extend the Offer without first taking up all the Common Shares deposited and not withdrawn under the Offer if all the terms and conditions of the Offer have been complied with or waived by the Expiration Date but the aggregate Purchase Price for Common Shares validly tendered pursuant to Auction Tenders is less than the Auction Tender Limit Amount.
At this time SOL Global has not yet determined if it will extend the Offer, and the expiration of the Offer remains the Expiration Date, which for greater certainty is November 26, 2021. SOL Global will determine whether it will extend the expiration of the Offer beyond the Expiration Date once it determines how many Common Shares have been tendered (and not withdrawn) under the Offer, and considers all relevant circumstances. In the event the Offer is extended, SOL Global will provide a further news release disclosing the details of such extension.
SOL Global has retained Clarus Securities Inc. (“Clarus”) to act as financial advisor and dealer manager in connection with the Offer and Odyssey Trust Corporation ("Odyssey") to act as depositary. Any questions or requests for information may be directed to Odyssey, as the depositary for the Offer, at 1-888-290-1175 or to Clarus, as dealer manager for the Offer, at ROrviss@ClarusSecurities.com.
This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. There is no assurance that the transactions described herein will occur on the expected timeline, in the manner described, or at all.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release.
Other risk factors include: the risks resulting from investing in the U.S. marijuana industry, which may be legal under certain state and local laws but is currently illegal under U.S. federal law; the risks of investing in securities of private companies which may limit the SOL Global’s ability to sell or otherwise liquidate those securities and realize value; reliance on management; the ability of SOL Global to service its current or future debt; SOL Global’s ability to obtain additional financing from time to time to pursue its business objectives; competition; litigation; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors respecting SOL Global can also be found in SOL Global’s current Management’s Discussion & Analysis, which has been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.
The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. SOL Global does not undertake any obligation to update nor revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
Paul Kania, CFO
Phone: (212) 729-9208