NEW YORK and
TORONTO, Jan. 15, 2019 (GLOBE NEWSWIRE) -- iAnthus Capital Holdings Inc. and MPX Bioceutical Corporation are pleased to announce that at the special meeting of MPX
securityholders
held today,MPX Securityholders voted overwhelmingly in favor of a special resolution to approve the previously announced plan of arrangement under the Business Corporations Act
(British Columbia) between iAnthus and MPX whereby iAnthus will acquire all of
the issued and outstanding common shares of MPX pursuant to the terms
of an Arrangement Agreement between iAnthus and MPX dated October 18, 2018.
Obtaining approval from the MPX Securityholders is one of the primary
conditions to completing the Arrangement.
The
Arrangement Resolution required approval by (i) at least two-thirds of the
votes cast by holders of MPX Shares present in person or by proxy at the Meeting,
(ii) at least two-thirds of the votes cast by MPX Securityholders present in
person or represented by proxy at the Meeting, voting together as a single
class, and (iii) a majority of the votes cast excluding the votes of MPX Shares
held or controlled by “interested parties” as defined under Multilateral
Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions. At the
Meeting, the Arrangement Resolution was approved by (i) 99.44% of the votes
cast by all of the MPX Shareholders eligible to vote at the Meeting, (ii)
99.55% of the votes cast by all of the MPX Securityholders eligible to vote at
the Meeting, voting together as a single class, and (iii) 99.38% of the votes
cast by all of the MPX Shareholders eligible to vote at the Meeting excluding
votes of MPX Shares held or controlled by interested parties. Approximately 40%
of the total issued and outstanding MPX Shares were voted in person or proxy at
the Meeting.
In addition,
MPX Shareholders approved (i) the continuance of MPX from the Province of
Ontario to the Province of British Columbia prior to the closing of the
Arrangement; and (ii) the stock option plan of the newly formed MPX
International Corporationthat will hold
all of the non-U.S. businesses of MPX. MPX International has applied to list
its securities on the Canadian Securities Exchange.
It is expected
that MPX will apply for a final order of the Supreme Court of British Columbia
in respect of the Arrangement on January 18, 2019. Completion of the
Arrangement remains subject to customary closing conditions, which are set out
in the Arrangement Agreement, a copy of which can be found on the SEDAR
profiles of iAnthus and MPX at www.sedar.com.
Assuming that the conditions to closing of the Arrangement are satisfied or
waived, it is expected that the Arrangement will be completed on or before
January 30, 2019. Further information about the Arrangement is set forth in the
materials prepared by MPX in respect of the Meeting, which were mailed to MPX
Securityholders and filed under MPX’s profile on SEDAR at www.sedar.com.
Upon closing,
MPX International (MPX’s spun-out company) will hold the non-U.S. assets of
MPX, and will be focused on developing and operating assets across the global
cannabis industry with an emphasis on cultivating, manufacturing and marketing
products which include cannabinoids as their primary active ingredient. Initial
key assets will include Canveda Inc. (a Canadian Licensed Producer), the Salus
BioPharma Corporation agreement with Panaxia Pharmaceutical Industries Ltd. and
50% of a medical cannabis license application in Australia.