James E. Wagner Cultivation Corporation announced that, in connection with its consensual restructuring under the Companies’ Creditors Arrangement Act (CCAA) and previously announced Sales and Investor Solicitation Process (SISP), Trichome Financial Corp. (Trichome Financial) has emerged as the “Successful Bidder”.
On April 1, 2020, the Corporation announced that it and its subsidiaries (the “JWC Group”) had obtained an initial order from the Ontario Superior Court of Justice for protection under the CCAA in order to restructure the JWC Group’s business and financial affairs. In connection with the announcement of the CCAA proceedings, the Corporation also announced that Trichome Financial had agreed to purchase the assets of the JWC Group pursuant to an asset purchase agreement. Trichome Financial was to be the “stalking horse” bidder in the SISP and the transaction contemplated by the Asset Purchase Agreement was to be the “stalking horse” bid.
On April 13, 2020, the Corporation announced that it had obtained a further Court order approving the SISP (including the stalking horse process which would seek higher and better bids than the Bid), and the SISP was conducted within the CCAA proceedings by Stoic Advisory Inc., the JWC Group’s financial advisor, under the supervision of the Special Committee of the Board of Directors of the Corporation and KSV Kofman Inc., the Court-appointed CCAA monitor (the “Monitor”). Following the bid deadline in the SISP, Trichome Financial was declared the “Successful Bidder”. The JWC Group now intends to appear before the Court as soon as possible to seek an order approving the Bid.
Based on the consideration to be received by the JWC Group under the Bid, holders of the Corporation’s common shares will not receive any payments for, or distributions on, their common shares in connection with the transaction or the CCAA proceedings. James E. Wagner Cultivation Corporation’s wholly owned subsidiary is a Licensed Producer under the Cannabis Regulations, formerly the Access to Cannabis for Medical Purposes Regulations (“ACMPR”).
