M&A - Cannabist Co Holdings Inc.

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Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000119312525125088

Filing Summary: On May 21, 2025, The Cannabist Company Holdings Inc. provided an update regarding a previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act. This Arrangement involves The Cannabist Company Holdings Inc., The Cannabist Company Holdings (Canada) Inc., and 16834434 Canada Inc. The Ontario Superior Court of Justice (Commercial List) has granted the final order approving the Arrangement. The targeted closing date for this Arrangement is around May 29, 2025, pending receipt of all necessary regulatory approvals. Additionally, the record date for shareholders entitled to receive new warrants under the Arrangement will be set two business days prior to the closing date. The document also contains cautionary statements regarding forward-looking statements and risks associated with the completion of the Arrangement. It emphasizes the uncertainty regarding the receipt of required approvals and the potential for different outcomes than those expected.

Additional details:

Item: plan_of_arrangement


Item: court_order_approval


Closing Date Target: 2025-05-29


Record Date New Warrants: 2 business days prior to closing


Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525107110

Filing Summary: On April 29, 2025, Cannabist Co Holdings Inc. announced the issuance of a press release regarding an update on a plan of arrangement under Section 192 of the Canada Business Corporations Act involving Cannabist Co Holdings Inc., Cannabist Canada, and 16834434 Canada Inc. The arrangement outlines the restructuring of outstanding senior notes, which include the 2025 Notes and 2026 Notes, in exchange for new senior notes due December 31, 2028. Senior noteholders will also receive newly issued common shares. The approval for this arrangement was obtained from 75.4% of the votes cast by Senior Noteholders at a special meeting. However, the arrangement is still subject to certain closing conditions, including court approval, which is currently challenged by a holder of the 2025 Notes.

Additional details:

Meeting Date: 2025-04-29


Noteholder Approval Percentage: 75.4%


Court Approval Status: opposed by a holder of 2025 Notes


New Senior Notes Due: 2028-12-31


Common Share Warrants: 118,246,947


Exercise Price: C$0.14


Notes Due: [{"note_type":"2025 Notes","due_date":"2025-06-29"},{"note_type":"2026 Notes","due_date":"2026-02-03"},{"note_type":"2027 Notes","due_date":"2027-03-19"}]


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