- Shareholders are encouraged to vote well in advance of the proxy voting deadline on April 10, 2024 at 1:00 p.m. Eastern Time (Toronto time)
- For any questions or assistance with voting, shareholders should contact Laurel Hill Advisory Group at 1-877-452-7184 (North American Toll Free) or 1‑416‑304‑0211 (Outside North America), or by email at assistance@laurelhill.com.
SMITHS FALLS, ONTARIO MARCH 14, 2024 — Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED, Nasdaq: CGC) today announced that independent proxy advisory firm Glass Lewis & Co. (“Glass Lewis”), in its report issued on Canopy Growth’s special meeting of shareholders scheduled for April 12, 2024, recommended that Canopy Growth shareholders (the “Canopy Shareholders”) vote in favour of the previously announced special resolution authorizing an amendment to the Company’s articles of incorporation, as amended (the “Amendment Proposal”), in order to: (i) create and authorize the issuance of an unlimited number of a new class of non-voting and non-participating exchangeable shares in the capital of Canopy Growth (the “Exchangeable Shares”); and (ii) restate the rights of the common shares in the capital of Canopy Growth (the “Common Shares”) to provide for a conversion feature whereby each Common Share may at any time, at the option of the holder, be converted into one Exchangeable Share. Canopy Shareholders will be asked to consider and vote on the Amendment Proposal at a special meeting of Canopy Shareholders on Friday, April 12, 2024 at 1:00 p.m. Eastern Time (Toronto time) (the “Meeting”).
Glass Lewis is an independent proxy advisor to institutional investors, covering 30,000 meetings each year, across approximately 100 global markets. Their customers include the majority of the world’s largest pension plans, mutual funds, and asset managers who collectively manage over $40 trillion in assets.
In the analysis underpinning their endorsement of the Amendment Proposal, Glass Lewis noted the proposed change is not contrary to shareholders’ interests and as such, Glass Lewis recommends Canopy Shareholders vote in favour of this proposal.
Background
On October 25, 2022, Canopy Growth announced a strategy to accelerate its entry into the U.S. cannabis industry and unleash the value of its full U.S. cannabis ecosystem through the creation of a new U.S.-domiciled holding company, Canopy USA, LLC (“Canopy USA”). Canopy USA holds all of the U.S. cannabis investments previously held by the Company, which will, subject to the Amendment Proposal being approved, enable Canopy USA to exercise rights to acquire Acreage Holdings, Inc. (“Acreage”), Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, “Wana”) and Lemurian, Inc. (“Jetty”). Upon Canopy USA’s acquisition of any of these U.S. THC businesses, Canopy Growth is expected to deconsolidate the financial results of Canopy USA and have a non-controlling interest in Canopy USA, which will be accounted for as an equity method (fair value) investment.
Canopy USA Strategic Highlights
As the growth of the U.S. cannabis market continues at the state level, this strategy will enable Canopy Growth to capitalize on the once‑in‑a‑generation opportunity in the largest cannabis market in the world. These actions are expected to enable Canopy Growth and Canopy USA to realize value in the near term prior to federal permissibility of cannabis in the United States while positioning the Company for profitable growth and a fast start upon federal permissibility of cannabis in the United States.
Potential benefits of this strategy include:
- Fast Tracks Entry into the World’s Largest and Fastest Growing Cannabis Market: The U.S. retail cannabis market is projected to be as high as approximately US$50 billion in 2026[1], and this strategy aims to unlock the ability to capture share and return on investments made to date. Through these “stepping stone” transactions, Canopy Growth will be strategically repositioned to capitalize on the benefits of complete ownership and control of its U.S. THC portfolio of assets following the date that the NASDAQ Stock Market or The New York Stock Exchange permits the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) in the United States.
- Establishes Industry-Leading, Premium-Focused Brand Powerhouse: Canopy USA’s portfolio includes some of the most recognized, iconic cannabis brands in the United States that we believe are ideally positioned in the fastest growing categories, such as edibles, vapes, and flower. Canopy USA is expected to leverage the best of each brand’s offerings to accelerate growth and market expansion as key states across the country continue to allow adult-use cannabis usage, realizing value in the near term and setting Canopy Growth up for a fast start upon U.S. federal permissibility of cannabis.
- Financial Benefit via Revenue and Cost Synergies within Canopy USA: The combination of U.S. cannabis assets is expected to generate revenue and cost synergies within Canopy USA by leveraging the brands, routes to market and operations of the full U.S. cannabis ecosystem while eliminating redundancies across certain of the U.S. THC portfolio of assets and the public company reporting costs of Acreage. Furthermore, as a result of the various investments, counterparties and definitive agreements in connection with the U.S. THC portfolio of assets, the time, complexity and cost associated with monitoring and valuing each underlying contract is financially and logistically burdensome. As a result of the formation of Canopy USA, the Company has adopted a singular approach to its U.S. strategy. Over time we expect to realize value as a result of: (i) reduced operating expenses for Canopy Growth with respect to the monitoring of the U.S. THC portfolio of assets; and (ii) cost synergies across Canopy USA, including the elimination of public company reporting costs for Acreage, all of which are expected to be realized while cannabis remains federally illegal in the United States.
- Highlights the Value of Canopy’s U.S. THC Investments: While Canopy Growth will not consolidate the financial results of Canopy USA, Canopy Growth expects to highlight the value of Canopy USA’s U.S. THC assets to investors following their acquisition.
For more information on Canopy USA, please refer to the Company’s definitive proxy statement dated February 12, 2024 (the “Proxy Statement”) that is available at:
www.canopygrowth.com/investors/investor-events/special-meeting-2024.
[1] MJBiz market forecast of total US cannabis market by 2026, in USD currency.
Your Vote is Important Regardless of the Number of Shares You Own
The Meeting will be held on Friday, April 12, 2024, at 1:00 p.m. Eastern Time (Toronto time). The Meeting will be conducted in virtual format by live audio webcast at
www.virtualshareholdermeeting.com/WEED2024SM.
Canopy Shareholders who are eligible to vote have been mailed a Notice of Internet Availability in accordance with securities regulations which will provide instructions on how to access proxy materials and vote their shares. The Proxy Statement is available at https://www.canopygrowth.com/investors/investor-events/special-meeting-2024/ and has been filed along with related Meeting materials under the Company’s profile on SEDAR+ and EDGAR.
Canopy Shareholders are encouraged to vote and submit proxies as early as possible in advance of the Meeting by one of the methods described in the Proxy Statement. The deadline for Canopy Shareholders to return their completed proxies or voting instruction forms is Wednesday, April 10, 2024, at 1:00 p.m. Eastern Time (Toronto time).
The Proxy Statement contains, among other things, details concerning the Amendment Proposal, the background to and reasons for the favourable recommendation of the Amendment Proposal by the board of directors of Canopy Growth, the requirements for the Amendment Proposal to become effective, procedures for voting at the Meeting and other related matters. Canopy Shareholders are urged to carefully review the Proxy Statement and accompanying materials as they contain important information regarding the Amendment Proposal.
Shareholder Questions and Voting Assistance
Canopy Shareholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (Outside North America), or by email at assistance@laurelhill.com.
About Canopy Growth Corporation
Canopy Growth is a leading North American cannabis and consumer packaged goods (“CPG”) company dedicated to unleashing the power of cannabis to improve lives.
Through an unwavering commitment to our consumers, Canopy Growth delivers innovative products with a focus on premium and mainstream cannabis brands including Doja, 7ACRES, Tweed, and Deep Space. Canopy Growth’s CPG portfolio features gourmet wellness products by Martha Stewart CBD, and category defining vaporizer technology made in Germany by Storz & Bickel.
Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC market through its rights to Acreage, a vertically integrated multi-state cannabis operator with principal operations in densely populated states across the Northeast, as well as Wana Brands, a leading cannabis edible brand in North America, and Jetty Extracts, a California-based producer of high- quality cannabis extracts and pioneer of clean vape technology.
Beyond its world-class products, Canopy Growth is leading the industry forward through a commitment to social equity, responsible use, and community reinvestment—pioneering a future where cannabis is understood and welcomed for its potential to help achieve greater well-being and life enhancement.
For more information visit www.canopygrowth.com.
