- Proceeds will be used, in part, to fund the cash portion of the
initial consideration for the SugarLeaf acquisition
- Significant participation by Neptune's directors and management
as well as Neptune's largest shareholder, Perceptive Advisors
LAVAL, QC, July 18, 2019 /CNW Telbec/ - Neptune Wellness
Solutions Inc. ("Neptune" or the "Company") (NASDAQ: NEPT) (TSX:
NEPT), a North American leader in cannabinoids extraction,
formulation and turnkey packaging solutions, has completed a
private placement with both existing and new institutional
investors, led by Perceptive Advisors, resulting in gross proceeds
to the Company of US$41.4 million
("The Offering"). John Moretz,
Chairman of the Board, and Michael
Cammarata, President and CEO of Neptune, invested
US$5.0 million in the aggregate as
part of this Offering. Upon closing of the Offering, the Company
issued an aggregate of 9,415,910 common shares of the Company
("Shares") at a purchase price of US$4.40 per Share.
![Logo: Neptune Wellness Solutions Inc. (CNW Group/Neptune Wellness Solutions Inc.) Logo: Neptune Wellness Solutions Inc. (CNW Group/Neptune Wellness Solutions Inc.)](https://mma.prnewswire.com/media/948816/Neptune_Wellness_Solutions_Inc__Neptune_Wellness_Solutions_Close.jpg)
"The Board joins me in thanking investors who participated in
this offering and in welcoming our new shareholders to Neptune.
Given recent contracts and the announced extraction capacity
expansion plans, we are highly confident in the strength of
Neptune's business outlook", said John
Moretz. "My incremental investment in Neptune reflects my
conviction in our new CEO and management team and their ability to
execute on Neptune's strategy. We opted for this accelerated
financing structure to stay on track with the previously announced
SugarLeaf closing timeline."
A portion of the net proceeds from the Offering is expected to
be used by the Company to fund the initial consideration for the
acquisition of the assets of SugarLeaf Labs LLC and Forest Remedies
LLC (collectively "SugarLeaf"), while the balance of such net
proceeds is expected to be used for working capital and general
corporate purposes. Neptune expects the SugarLeaf transaction to
close on or before July 31, 2019.
"This financing comes at a pivotal point in the Company's
cannabis growth trajectory, particularly given the need to expand
our current annual capacity of 200,000 kg, which is fully
contracted for both fiscal 2020 and fiscal 2021," said Mr.
Cammarata. "With this in mind, we look forward to closing the
SugarLeaf transaction, which brings U.S.-based capacity, efficient
production of high-quality extracts, and strong supplier
relationships, all of which create a strong value proposition for
our customers."
Cowen acted as lead placement on the Offering and the sole U.S.
placement agent to the Company. GMP Securities, L.P. acted as lead
Canadian placement agent and Echelon Wealth Partners and Desjardins
Securities also acted as placement agents for the Company.
The securities sold in the Offering have not been registered
under the Securities Act of 1933, as amended, or any state or other
applicable jurisdiction's securities laws, and may not be offered
or sold in the United States
absent registration with the U.S. Securities and Exchange
Commission ("SEC") or an applicable exemption from the registration
requirements of the Securities Act and applicable state or other
jurisdictions' securities laws. The securities sold in the Offering
will also be subject to standard statutory hold periods in
Canada and the United States in accordance with
applicable securities laws. The Company has agreed to enter into a
registration rights agreement with investors within 180-days
following the closing of the Offering whereby the Company will to
prepare and make necessary filings with the SEC to allow for the
registration of the resale of Shares sold in the Offering.
Along with Mr. Cammarata, Mr. Moretz and Perceptive Advisors,
certain other members of the Board and management of the Company
participated in the Offering. Participation of these insiders in
the Offering constitutes a "related party transaction" as defined
in Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The
Offering is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of the securities issued to insiders nor the
consideration for such securities by insiders will exceed 25% of
the Company's market capitalization. The Company did not file a
material change report 21 days prior to closing of the Offering as
the details of the participation of insiders of the Company in the
Offering had not been confirmed at that time.
About Neptune Wellness Solutions Inc.
Neptune
Wellness Solutions specializes in the extraction, purification and
formulation of health and wellness products. Neptune's wholly owned
subsidiary, 9354-7537 Québec Inc., is licensed by Health Canada to
process cannabis at its 50,000-square-foot facility located in
Sherbooke, Quebec. Neptune brings
decades of experience in the natural products sector to the legal
cannabis industry. Leveraging its scientific and technological
expertise, Neptune focuses on the development of value-added and
differentiated products for the Canadian and global cannabis
markets. Neptune's activities also include the development and
commercialization of turnkey nutrition solutions and patented
ingredients such as MaxSimil®, and of a variety of marine and seed
oils. Its head office is located in Laval, Quebec.
Forward Looking Statements
Statements in this press release that are not statements of
historical or current fact constitute "forward-looking statements"
within the meaning of the U.S. securities laws and Canadian
securities laws. Such forward-looking statements involve known and
unknown risks, uncertainties, and other unknown factors that could
cause the actual results of Neptune to be materially different from
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements which
explicitly describe such risks and uncertainties, readers are urged
to consider statements labeled with the terms "believes", "belief",
"expects", "intends", "projects", "anticipates", "will", "should"
or "plans" to be uncertain and forward-looking. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
Forward-looking statements in this press release include, but are
not limited to, information or statements about Neptune's outlook,
business plans, its expected use of the net proceeds from the
Offering and the anticipated timing of the completion of its
acquisition of SugarLeaf and the expected benefits resulting from
such acquisition.
The forward-looking statements contained in this press release
are expressly qualified in their entirety by this cautionary
statement and the "Cautionary Note Regarding Forward-Looking
Information" section contained in Neptune's latest Annual
Information Form (the "AIF"), which also forms part of Neptune's
latest annual report on Form 40-F, and which is available on SEDAR
at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the
investor section of Neptune's website at www.neptunecorp.com. All
forward-looking statements in this press release are made as of the
date of this press release. Neptune does not undertake to update
any such forward-looking statements whether as a result of new
information, future events or otherwise, except as required by law.
The forward-looking statements contained herein are also subject
generally to other risks and uncertainties that are described from
time to time in Neptune public securities filings with the
Securities and Exchange Commission and the Canadian securities
commissions. Additional information about these assumptions and
risks and uncertainties is contained in the AIF under "Risk
Factors".
Neither NASDAQ nor the Toronto Stock Exchange accepts
responsibility for the adequacy or accuracy of this release.
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SOURCE Neptune Wellness Solutions Inc.