Washington, D.C. 20549
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is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
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standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On February 14, 2023,
Acreage Holdings, Inc. (“Acreage” or the “Company”)
issued a press release announcing: (i) that the Company obtained an interim order of the Supreme Court of British Columbia dated January
18, 2023, as varied on February 13, 2023, in connection with its proposed arrangement (the “Floating
Share Arrangement”) involving Canopy Growth Corporation (“Canopy”)
and Canopy USA, LLC (“Canopy USA”), to
be implemented under a statutory plan of arrangement pursuant to Section 288 of the Business Corporations Act (British
Columbia); and (ii) the filing of its proxy statement and management information circular (collectively, the “Circular”)
and related materials with the United States Securities and Exchange Commission (the “SEC”)
in respect of the special meeting of holders (the “Floating Shareholders”)
of Acreage’s Class D subordinate voting shares (the “Floating Shares”)
to be held on March 15, 2023 to approve the Floating Share Arrangement and matters related thereto.
Cautionary Note Regarding Forward Looking
Statements
Statements in this filing
(including the Exhibits hereto) contain “forward-looking information” and “forward-looking
statements” within the meaning of applicable Canadian and United States securities legislation, respectively. All statements, other
than statements of historical fact, included herein are forward-looking information. Often, but not always, forward-looking statements
and information can be identified by the use of words such as “plans”, “expects” or “does not expect”,
“is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”,
or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will” be taken, occur or be achieved.
Forward-looking
statements or information involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance
or achievements of Acreage or its subsidiaries to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements or information contained in this news release. Examples of such statements include statements
with respect to the special meeting proceeding as described or at all and other statements with respect to the plan of arrangement
and proposed transactions with Canopy and Canopy USA.
Risks, uncertainties and other
factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking information, including, but not limited to: the occurrence of changes
in U.S. federal Laws regarding the cultivation, distribution or possession of marijuana; the ability of the parties to receive, in
a timely manner and on satisfactory terms, the necessary regulatory, court and Floating Shareholder approvals; the ability of the
parties to satisfy, in a timely manner, the other conditions to the completion of the Floating Share Arrangement; the ability of
Canopy, Canopy USA and Acreage to satisfy, in a timely manner, the closing conditions to the Floating Share Arrangement; risks relating
to the value and liquidity of the Floating Shares and the common shares of Canopy; Canopy maintaining compliance with the Nasdaq Global
Stock Market (the “Nasdaq”) and Toronto Stock Exchange listing requirements; the rights of the Floating Shareholders
may differ materially from those of shareholders in Canopy; the successful completion of Canopy USA’s acquisition and integration
of Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, “Wana”) and Lemurian,
Inc. (“Jetty”); expectations regarding future investment, growth and expansion of Acreage’s operations;
the possibility of adverse U.S. or Canadian tax consequences upon completion of the Floating Share Arrangement; if Canopy USA acquires
Wana, Jetty, or the Class E subordinate voting shares of Acreage (the “Fixed Shares”) pursuant to the Existing
Arrangement Agreement (as defined below) without structural amendments to Canopy’s interest in Canopy USA, the listing of Canopy’s
common shares on the Nasdaq may be jeopardized; the risk of a change of control of either Canopy or Canopy USA; restrictions on Acreage’s
ability to pursue certain business opportunities and other restrictions on Acreage’s business; the impact of material non-recurring
expenses in connection with the Floating Share Arrangement on Acreage’s future results of operations, cash flows and financial
condition; the possibility of securities class action or derivatives lawsuits; in the event that the Floating Share Arrangement is
not completed, but the acquisition by Canopy of the Fixed Shares (the “Acquisition”) is completed pursuant to the arrangement
agreement between Canopy and Acreage (the “Existing Arrangement Agreement”) dated April 18, 2019, as amended and Canopy
becomes the majority shareholder in Acreage, the likelihood that the Floating Shareholders will have little or no influence on the
conduct of Acreage’s business and affairs; risk of situations in which the interests of Canopy USA and the interests of Acreage
or shareholders of Canopy may differ; Acreage’s compliance with Acreage’s business plan for the fiscal years ending December
31, 2020 through December 31, 2029 pursuant to the Existing Arrangement Agreement; in the event that the Floating Share Arrangement is
completed, the likelihood of Canopy completing the Acquisition in accordance with the Existing Arrangement Agreement; risks
relating to certain directors and executive officers of Acreage having interests in the transactions contemplated by the Floating
Share Arrangement Agreement and the connected transactions that are different from those of the Floating Shareholders; risks relating
to the possibility that holders of more than 5% of the Floating Shares may exercise dissent rights; other expectations and assumptions
concerning the transactions contemplated between Canopy, Canopy USA and Acreage; the available funds of Acreage and the anticipated
use of such funds; the availability of financing opportunities for Acreage and Canopy USA and the risks associated with the
completion thereof; regulatory and licensing risks; the ability of Canopy, Canopy USA and Acreage to leverage each other’s
respective capabilities and resources; changes in general economic, business and political conditions, including changes in the financial
and stock markets; risks relating to infectious diseases, including the impacts of the COVID-19; legal and regulatory risks inherent
in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, political risks and risks
relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and
the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such
other risks disclosed in the Circular, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March
11, 2022 and the Company’s other public filings, in each case filed with the SEC on the EDGAR website at www.sec.gov and
with Canadian securities regulators and available under Acreage’s profile on SEDAR at www.sedar.com. Although Acreage has attempted
to identify important factors that could cause actual results to differ materially from those contained in forward-looking information,
there may be other factors that cause results not to be as anticipated, estimated or intended.
Although
Acreage believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this
news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will
occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release
are made as of the date of this news release and Acreage does not undertake any obligation to publicly update such forward-looking information
or forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
Additional
Information and Where to Find It
In connection with the Floating Share Arrangment, Acreage has filed
with the SEC the Circular for the special meeting of its Floating Shareholders and may file other relevant documents with the SEC regarding
the Floating Share Arrangement. This communication is not a substitute for the Circular or any other document that Acreage may file
with the SEC. The Circular will be mailed to the Floating Shareholders commencing on or about February 22, 2023. FLOATING
SHAREHOLDERS ARE ADVISED TO READ THE CIRCULAR AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER.
Floating Shareholders
may obtain a free copy of the Circular and any amendments or supplements thereto and other documents filed by Acreage (when they become
available) on both SEDAR at www.sedar.com and at the SEC’s website at http://www.sec.gov. In addition, the Circular and such
other documents may also be obtained for free from Acreage on its website at https://investors.acreageholdings.com/, or by directing such
request to investors@acreageholdings.com.
Participants in the Solicitation
Acreage and its directors,
executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from
the Floating Shareholders in connection with the Floating Share Arrangement. A list of the names of such directors and executive officers,
information concerning such participants’ ownership of Floating Shares, and any direct or indirect interest they have in the Floating
Share Arrangement is set forth in the Circular. Free copies of these materials may be obtained as described in the preceding paragraph.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ACREAGE HOLDINGS, INC. |
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By: |
/s/ Steve Goertz |
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Steve Goertz
Chief Financial Officer |
Date: February 14, 2023