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Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company“) (TSX:CWEB, OTCQX:CWBHF), the world’s most trusted hemp extract and market leader in hemp-derived cannabidiol (“CBD“) wellness products, and Abacus Health Products, Inc. (“Abacus“) (CSE:ABCS, OTCQB:ABAHF), a leader in over-the-counter (“OTC“) topical products combining active pharmaceutical ingredients with hemp extract, are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement“) pursuant to which Charlotte’s Web proposes to acquire all of the issued and outstanding subordinate voting shares of Abacus (the “Abacus Shares“), after conversion of all outstanding proportionate voting shares of Abacus into Abacus Shares (the “Transaction“). Under the terms of the Arrangement Agreement, shareholders of Abacus (“Abacus Shareholders“) will receive 0.85 of a common share of Charlotte’s Web (“Charlotte’s Web Share“) for each Abacus Share held (the “Exchange Ratio“). The Exchange Ratio implies a price per Abacus Share of C$4.39 , representing a premium of 38% based on the 10-day volume weighted average price (“VWAP“) of the Abacus Shares on the Canadian Securities Exchange (“CSE“) and the 10-day VWAP of the Charlotte’s Web Shares on the Toronto Stock Exchange (“TSX“) as of March 20, 2020 , for implied total equity consideration of approximately C$99 million .
This acquisition combines Charlotte’s Web, the market leader in hemp-derived CBD wellness products, with Abacus, the market leader in OTC topical products combining active pharmaceutical ingredients with hemp extract, to create the world’s largest vertically integrated hemp-derived CBD company. For Charlotte’s Web the combination benefits from the current U.S. regulatory environment which favors topical- CBD products within the food/drug/mass (“F/D/M“) channel. For Abacus, the acquisition provides the advantages of joining an established and industry leading platform and benefiting from leading CPG management and brand equity with a low-cost vertical supply chain producing “the world’s most trusted hemp extract”. The combined entity is anticipated to represent approximately 34.7%3 of U.S. CBD sales within the F/D/M channel. Combined sales for the third quarter of 2019 were $29.1 million .
Since its inception in 2014, Abacus has focused on becoming the leading practitioner and consumer choice for OTC topical medications with active pharmaceutical and natural ingredients, including a cannabinoid-rich hemp extract containing CBD. Abacus currently distributes over 50 SKUs through approximately 12,000 unique doors and 16,500 health-care practitioners. Combined with Charlotte’s Web, the Transaction will reinforce Charlotte’s Web’s leading position in the CBD market, and substantially expand its existing topical offerings and presence in the key F/D/M channel.
KEY STRATEGIC HIGHLIGHTS:
- Expands Charlotte’s Web product portfolio for the Topicals category, forecasted to become fastest growing and largest CBD segment by 20211, by targeting specific need states to drive greater category reach
- Creates a best-in-class innovation leader across all hemp derived category segments
- Expands market share leadership of the combined Charlotte’s Web and Abacus business
- Creates portfolio scale across all channels and customers
- Leverages Charlotte’s Web’s vertically integrated supply chain to create cost advantage in market
KEY STAKEHOLDER BENEFITS:
- Significant Market Opportunity – the Abacus product portfolio significantly strengthens Charlotte’s Web’s topical access into two adjacent markets: Pain Relief, a US$7.4 billion market, and Therapeutic Skincare, a US$2.6 billion market;3
- Experienced Operating Team & Best Practice – combined management team with industry leading CPG experience to drive operational excellence, best in class marketing, proven innovation, unique digital/data capability and advantaged customer/channel relationships;
- Significant Synergies Anticipated – Expect meaningful synergies from economies of scale, production (scaling of low cost manufacturing and extraction), elimination of public company cost duplication, bolstered by extended sales opportunities through cross-selling and leveraging additional distribution channels: expansion of topical portfolio through DTC, F/D/M and B2B channels;
- Immediate Premium to Abacus Shareholders – premium of 38% based on the 10-day VWAP of the Abacus Shares on the CSE as of March 20, 2020 ;
- Continued Participation by Abacus Shareholders – Abacus Shareholders will represent approximately 15% of the issued and outstanding Charlotte’s Web Shares (based on the fully diluted share capital of each of Charlotte’s Web and Abacus, each on an as-converted basis, as of the date of this announcement), allowing Abacus Shareholders the opportunity to participate in the synergies and anticipated value created through the Transaction;
- Accretive to Charlotte’s Web Shareholders – the Transaction is anticipated to be accretive to Charlotte’s Web shareholders on an Adjusted EBITDA basis; and
- Increased Scale, Balance Sheet Strength & Capital Markets Presence – the combined entity’s expanded capital markets profile is expected to appeal to a broader shareholder audience, enhance trading liquidity and increase weighting in index tracking portfolio. Additionally, pro forma for the acquisition, the Company’s cash position at Dec. 31, 2019 , is estimated at US$90.4 million .
“The complementary strengths of our relative market positions made this merger a logical strategic move,” said Deanie Elsner , Chief Executive Officer of Charlotte’s Web. “With this acquisition we strengthen the business to reflect the evolution of the category. Because most of Abacus’s products are positioned in adjacent categories, our combined distribution reach has limited shelf overlap. Together we are the most developed CBD company across every channel and segment and positioned to accelerate our growth and extend our market share. Furthermore, it enables us to drive more scale production through our vertically integrated infrastructure.”
“This Transaction provides a unique opportunity to our shareholders and employees to participate in the compelling potential of the combined businesses,” said Perry Antelman , Chief Executive Officer of Abacus. “Abacus is one of the largest suppliers and distributors in the United States of topical products infused with hemp extract to the F/D/M and healthcare practitioner markets. By joining with Charlotte’s Web, we have the opportunity to maximize our growth by leveraging the Company’s leading brand, vertical integration, infrastructure, expertise, financial position and capital markets presence, and position the combined Company to deliver benefits for our stakeholders over the long-term.”
TERMS OF THE TRANSACTION
The Transaction will be affected by way of an arrangement under the Business Corporations Act ( Ontario ). Under the terms of the Arrangement Agreement, Charlotte’s Web will acquire all of the issued and outstanding Abacus Shares, with each Abacus Shareholder receiving 0.85 of a Charlotte’s Web Share for each Abacus Share, which, based on the 10-day VWAP of Charlotte’s Web Shares of C$5.17 , represents a total consideration of C$99 million or C$4.39 per Abacus Share. After giving effect to the Transaction, Abacus Shareholders will hold approximately 19.2 million Charlotte’s Web Shares (representing approximately 15% of the issued and outstanding pro forma Charlotte’s Web Shares (on a fully diluted basis and on an as-converted basis), as of the date of this announcement).
The Transaction has been unanimously approved by the Board of Directors of each of Charlotte’s Web and Abacus. Abacus Shareholders holding approximately 20% of the basic issued and outstanding Abacus Shares (assuming conversion of all proportionate voting shares of Abacus) have entered into voting and support agreements to vote in favor of the Transaction. Perry Antelman , CEO of Abacus, who owns approximately 4.3% of the basic issued and outstanding Abacus Shares (assuming conversion of all proportionate voting shares of Abacus), is expected to fill a key leadership role in Charlotte’s Web and has executed a new employment agreement, as well as a lock-up agreement in connection with the Transaction, which will restrict the sale of his resulting Charlotte’s Web Shares for a 15-month period post-closing with incremental release commencing in six months.
The Arrangement Agreement provides for customary representations, warranties and covenants, including a termination fee in the amount equal to C$4.0 million , payable by Abacus in the event that the Arrangement Agreement is terminated in certain circumstances. The Arrangement Agreement also provides for a non-solicitation covenant and a provision for the right to match any superior proposal in favor of Charlotte’s Web.
The Transaction is subject to, among other things, the approval of Abacus Shareholders at a special meeting (the “Special Meeting“) expected to be convened by Abacus, receipt of required regulatory and court approvals and other customary conditions of closing. Approval of Charlotte’s Web shareholders is not required. Additional details of the Transaction will be provided to Abacus Shareholders in an information circular to be mailed in connection with the Special Meeting. It is currently anticipated that, subject to receipt of all regulatory, court, shareholder and other approvals, the Transaction will be completed in the second quarter of 2020.
The Board of Directors of Abacus unanimously recommends that Abacus Shareholders vote in favor of the resolution to approve the Transaction at the Special Meeting and has determined that the consideration offered to the holders of Abacus Shares is fair, from a financial point of view, to the Abacus Shareholders. The Board of Directors of Abacus has obtained a fairness opinion from Greenhill & Co. Canada Ltd. that states that the consideration to be received by holders of Abacus shares pursuant to the Plan of Arrangement is fair, from a financial point of view, to the holders of Abacus Shares.
FINANCIAL AND LEGAL ADVISORS
Canaccord Genuity Corp. acted as financial advisor and DLA Piper ( Canada ) LLP acted as legal counsel to Charlotte’s Web. Canaccord Genuity Corp. provided a fairness opinion to the Board of Directors of Charlotte’s Web.
Greenhill & Co. Canada Ltd. acted as financial advisor and Osler , Hoskin & Harcourt LLP acted as legal counsel to Abacus. Greenhill & Co. Canada Ltd. provided a fairness opinion to the Board of Directors of Abacus.
CONFERENCE CALL AND INVESTOR PRESENTATION
Charlotte’s Web will discuss the transaction during its 2019 year-end conference call and webcast and answer analyst questions at 8:30 am ET on Tuesday, March 24, 2020 . Charlotte’s Web CEO Deanie Elsner and CFO Russ Hammer will host the call, followed by a question and answer period. To participate in the call, please dial 1-647-427-7450 or 1-888-231-8191 approximately 10 minutes before the conference call. A recording of the call will be available through March 31 , 2020. To listen to a replay of the earnings call please dial 1-416-849-0833 and provide conference ID 3252968. A webcast of the call will also be accessible through the investor relations section of the Charlotte’s Web website.
ABOUT ABACUS HEALTH PRODUCTS, INC.
Abacus is engaged in the development and commercialization of over-the-counter (OTC) topical medications with active pharmaceutical ingredients and which contain organic and natural ingredients, including a cannabinoid-rich hemp extract containing CBD from the Cannabis sativa L plant. Abacus’ products are aimed at the rapidly growing markets for topical pain relief and therapeutic skincare and are based on proprietary patent-pending technologies developed by Abacus. Abacus’ formulations combine advanced science with organic and natural ingredients to provide safe relief. Abacus currently offers three lines of products: CBD CLINIC, marketed to the professional practitioner market, and CBDMEDIC and Harmony Hemp, marketed to the consumer market. Abacus’ products are offered across the United States and are produced by a contract manufacturer in an FDA registered and audited manufacturing facility.
As of March 23, 2020 , Abacus had 11,991,471 Subordinate Voting Shares outstanding and 95,873.3 Proportional Voting Shares convertible at 100:1 into Subordinate Voting Shares, for an effective equivalent of 21,578,837 Subordinate Voting Shares outstanding
To learn more about Abacus, visit www.abacushp.com
ABOUT CHARLOTTE’S WEB HOLDINGS, INC.
Charlotte’s Web Holdings, Inc. is the market leader in the production and distribution of innovative hemp-derived cannabidiol (“CBD”) wellness products. Founded by the Stanley Brothers, the Company’s premium quality products start with proprietary hemp genetics that are responsibly manufactured into hemp-derived CBD extracts naturally containing a full spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other beneficial hemp compounds. Charlotte’s Web product categories include CBD oil tinctures (liquid products), CBD capsules, CBD topicals, as well as CBD pet products. Charlotte’s Web hemp-derived CBD extracts are sold through select distributors, brick and mortar retailers, and online through the Company’s ADA compliant website at www.CharlottesWeb.com.
As of March 23, 2020 , Charlotte’s Web had 71,448,314 Common Shares outstanding and 92,455.88 Proportional Voting Shares convertible at 400:1 into Common Shares, for an effective equivalent of 108,430,544 Common Shares outstanding.
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Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, “forward-looking information”). In some cases, but not necessarily in all cases, forward looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “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”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.
This news release contains forward-looking statements and information within the meaning of applicable securities legislation. 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 Charlotte’s Web, Abacus or their respective 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. These forward-looking statements include, but are not limited to, statements relating to expectations with respect to: the timing and outcome of the Transaction; the anticipated benefits of the Transaction to the parties and their respective security holders; impact of the Transaction and anticipated growth of the combined entity; and the anticipated timing of the Special Meeting.
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 assumptions as to the time required to prepare and mail security holder meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; including any approval required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the disruption to the functioning of the regulatory bodies that provide the necessary regulatory and court approvals or any ancillary disruption, anticipated or otherwise, due to the outbreak of the novel coronavirus (COVID-19) will not affect the timing or completion of the Transaction in the manner contemplated by the Arrangement Agreement; the ability of the parties to satisfy, in a timely manner, the conditions to closing; other expectations and assumptions concerning the Transaction; and such risks contained in Charlotte’s Web’s annual information form dated April 29, 2019 and in Abacus’ annual information form dated April 12, 2019 and filed with Canadian securities regulators available on Charlotte’s Web’s and Abacus’ respective issuer profiles on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive.
In respect of the forward-looking statements and information concerning the anticipated benefits and completion of the Transaction and the anticipated timing for completion of the Transaction, Charlotte’s Web and Abacus have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although Charlotte’s Web and Abacus believe 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 statements and information included in this news release are made as of the date of this news release and Charlotte’s Web and Abacus do not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
There can be no assurance that the Transaction will occur, or that it will occur on the terms and conditions contemplated in this news release. The Transaction could be modified, restructured or terminated. Actual results could differ materially from those currently anticipated due to a number of factors and risks.
The Transaction cannot close until the required shareholder, court and regulatory approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Special Meeting, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
Certain supplementary measures in this news release do not have any standardized meaning as prescribed under International Financial Reporting Standards (“IFRS“), which are also generally accepted accounting principles (“GAAP“) for publicly accountable entities in Canada , and, therefore, are considered non-GAAP measures. Since non-GAAP measures are unlikely to be comparable to similar measures presented by other companies, securities regulations require that non-GAAP measures be clearly defined, qualified and reconciled to their nearest GAAP measure. Except as otherwise indicated, these non-GAAP measures are calculated and disclosed by Charlotte’s Web on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods.
The intent of non-GAAP measures is to provide additional useful information with respect to Charlotte’s Web’s operational and financial performance to investors and analysts though the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate these non-GAAP measures differently.
In particular, the term “Adjusted EBITDA” is used in this news release to describe certain financial information of Charlotte’s Web. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA“) is not a recognized performance measure under IFRS. The term EBITDA consists of net income (loss) and excludes interest, taxes, depreciation and amortization. Adjusted EBITDA also excludes share-based compensation, IPO and share offering related costs, mark-to-mark fair value adjustments, impairment of assets and adjustments for fair valuing of biological assets. Adjusted EBITDA is included as a supplemental disclosure because management of Charlotte’s Web believes that such measurement provides a better assessment of Charlotte’s Web’s operations on a continuing basis by eliminating certain non-cash charges and charges or gains that are nonrecurring.
For more information with respect to financial measures which have not been defined by GAAP, including reconciliations to the closest comparable GAAP measure, see Charlotte’s Web’s management discussion and analysis accompanying its most recent audited annual financial statements, which are available on SEDAR.
Brightfield Group (January 2020) U.S. CBD Report: “U.S. CBD Market Size & Forecast”.
American Academy of Dermatology Association; Estimated annual medical costs and number of affected people for Acne, Eczema and Contact Dermatitis.
Nielsen AOD HBC and Pet Care CBD: 12 weeks ending February 22nd, 2020.
Allied Market Research (2018). Global Topical Pain Relief Market: Opportunities and Forecasts, 2018 – 2025; American Academy of Dermatology Association; Estimated annual medical costs and number of affected people for Acne, Eczema and Contact Dermatitis.
SOURCE Charlotte’s Web Holdings, Inc.
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