On November 28, 2018, DionyMed Brands Inc. (the “Corporation”), a multi-state cannabis brand and distribution platform, completed a business combination with 1180820 B.C. Ltd. (the “Subsidiary”), a wholly-owned subsidiary of the Corporation, and DionyMed Holdings Inc. (“DionyMed”).
Pursuant to the business combination, the Corporation acquired all of the issued and outstanding common shares, series A compressed shares and series F compressed shares in the capital of DionyMed by way of a three-cornered amalgamation. As part of the business combination, DionyMed amalgamated with the Subsidiary to form a wholly-owned amalgamated subsidiary of the Corporation (“Amalco”), which was followed by the vertical amalgamation between Amalco and the Corporation, with the Corporation being the sole remaining entity.
Prior to the business combination, DionyMed completed a private placement of subscription receipts at a price of $4.25 per subscription receipt for aggregate gross proceeds of approximately $35 million. The DionyMed subscription receipts were converted into common shares, which were immediately exchanged for post-consolidation subordinate voting shares of the Corporation. The subordinate voting shares began trading on the Canadian Securities Exchange on November 29, 2018 under the ticker symbol “DYME”.
Cassels Brock acted for DionyMed.