Flora Growth Corp. entered into a definitive agreement to acquire Franchise Global Health Inc. from a group of shareholders for CAD 32.2 million.
The transaction is subject to approval of the transaction by the Supreme Court of British Columbia, the approval of at least 66 2/3% of the votes cast by shareholders of FGH, Nasdaq and TSXV approval, approval for listing of Flora's shares to be issued as consideration in the transaction and the aggregate number of Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn shall not exceed 5% of the issued and outstanding FGH Common Shares. The transaction does not require the approval of the shareholders of Flora. The board of directors of FGH unanimously approved the transaction. As of November 10, 2022, Franchise Global Health obtained the backing of 73.8% of its shareholders through voting and support agreements with respect to the transaction. The transaction is expected to close in late December 2022.
Haywood Securities Inc. acted as financial advisors to FGH and has provided a fairness opinion to the Board of Directors of FGH. Peter Simeon of Gowling WLG (Canada) LLP acted as legal counsel to FGH. Michael Rennie of Wildeboer Dellelce LLP acted as legal counsel to Flora. The Canadian Depository for Securities Limited and The Depository Trust & Clearing Corporation acted as transfer agent to FLGC and FGH. The transfer agent and registrar for Flora Shares is Continental Stock Transfer & Trust Company. TSX Trust Company acted as registrar and transfer agent for the FGH Shares. As compensation for the Advisory Services, FGH has agreed to pay the Financial Advisor a fee equal to CAD 0.5 million.