- 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).
- 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.
- 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).
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