Planet 13 Holdings Inc. completed the acquisition of Next Green Wave Holdings Inc..
The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) and is subject to, among other things, the approval of NGW Shareholders at a special meeting of NGW Shareholders expected to be held on February 25, 2022 (the "NGW Special Meeting"), receipt of all applicable CSE, regulatory and court approvals, and completion of other customary closing conditions. At the NGW Special Meeting, the Arrangement will require approval by at least two-thirds of the votes cast by NGW Shareholders present in person or represented by proxy and entitled to vote at the NGW Special Meeting. The transaction has been unanimously approved by the Board of Directors of both Planet 13 and Next Green Wave. As of February 25, 2022, NGW's shareholders approved the transaction. The transaction is expected to close in the first quarter of 2022. Transaction is expected to be immediately accretive to 2021 and 2022 EBITDA. As of December 26, 2021, The Company has all necessary corporate power and authority to execute and deliver this agreement, and to consummate the transactions contemplated hereby, including the arrangement.
Beacon Securities Limited acted as financial advisor to Planet 13 and provided a fairness opinion to the Planet 13 board of directors that states that, as of the date of the opinion and subject to the assumptions and limitations contained in the opinion, the consideration to be paid by Planet 13 pursuant to the transaction is fair, from a financial point of view, to Planet 13. Charlie malone and Katy Pitch of Wildeboer Dellelce LLP and Cozen O'Connor acted as legal advisors to Planet 13. INFOR Financial Inc. acted as the financial advisor to NGW. INFOR Financial Inc. and Evans & Evans, Inc. each provided a fairness opinion to the NGW Board and the Special Committee, respectively, as described above. McMillan LLP and Farella Braun + Martel LLP acted as legal advisors to Next Green Wave. Kingsdale Advisors acted as information agent to NGW. In addition, NGW has engaged Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent and will pay a fee of CAD 0.05 million. Odyssey Trust Company acted as transfer agent to Planet 13.
Planet 13 Holdings Inc. (CNSX:PLTH) completed the acquisition of Next Green Wave Holdings Inc. (CNSX:NGW) on March 2, 2022. The transaction has been approved by the Supreme Court of British Columbia on March 1, 2022. It is expected that the NGW shares will be delisted from the Canadian Securities Exchange at the close of business on or about March 2, 2022. Next Green Wave Holdings Inc. Shares were delisted from the Canadian Securities Exchange as of the close of trading on March 2, 2022.