Canopy Growth shareholders approve $5B CAD investment by Constellation Brands

canopy growth
Posted on: September 27, 2018

Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX:WEED, NYSE:CGC) is pleased to announce that at the Company’s annual general and special meeting of shareholders held on September 26, 2018 (the “Meeting”), shareholders approved the previously-announced $5B CAD ($4B USD) private placement of 104,500,000 common shares and 139,745,453 common share purchase warrants of the Company to CBG Holdings LLC (“CBG”), an affiliate of Constellation Brands, Inc. (the “Transaction”).

Of the approximately 40.87% of common shares represented at the Meeting, in person or by proxy, approximately 95.41% were voted in favour of the resolution approving the Transaction in accordance with the minority approval requirements under Multilateral Instrument 61-101 and the requirements of the Toronto Stock Exchange based on proxies received by the management appointees. Details of the voting results will be filed under the Company’s profile at Subject to the satisfaction or waiver of all of the conditions to the Transaction, including the receipt of regulatory approval under the Investment Canada Act, the Transaction is expected to be completed on or before October 31, 2018.

“We’ve established a leadership position in this industry by pushing the boundaries and executing in unchartered markets. With shareholders aligned on our vision of the future we’ll get to work deploying capital and creating even more value for the hundreds of thousands of people who trust us with their hard-earned money,” said Bruce Linton, Chairman & Co-CEO. “I would like to thank our shareholders for their support and for approving a landmark investment in our business.”

Each of the director nominees listed in the Company’s August 22, 2018 management information circular were elected as directors at the Meeting. The detailed results of the vote for the election of directors held at the Meeting are set out below based on proxies received by the management appointees:

Nominee Votes For % Votes For Votes Withheld % Votes Withheld
John K. Bell 38,021,042 97.73 881,144 2.27
Murray Goldman 37,660,641 96.81 1,241,545 3.19
Bruce Linton 37,812,677 97.20 1,089,509 2.80
Chris Schnarr 37,729,825 96.99 1,172,361 3.01
Peter E. Stringham 36,913,453 94.89 1,988,733 5.11

Upon the closing of the Transaction, expected on or about October 31st and subject to remaining regulatory approvals, the composition of the board of directors will be reconstituted. Specifically, Murray Goldman and Chris Schnarr will be removed as directors effective as of the closing of the Transaction, and William Newlands, David Klein and Judy Schmeling will be elected as directors of the Company as nominees of CBG.

At the Meeting, shareholders also approved the appointment of Deloitte LLP, Chartered Accountants, as the Company’s auditor and authorized the board of directors to set its remuneration.