Canopy Growth to Create New Exchangeable Share Class

TL;DR

**CGC is asking shareholders to approve new Exchangeable Shares, which could be a game-changer for their financing and strategy.**

AI Summary

Canopy Growth Corporation (CGC) filed a DEFA14A on February 21, 2024, announcing a special meeting of shareholders to vote on the creation of a new class of Exchangeable Shares. This move is crucial for the company's strategic initiatives, potentially impacting its capital structure and future financing options. The filing indicates that no filing fee was required for this definitive additional materials submission.

Why It Matters

This shareholder vote on new Exchangeable Shares could significantly alter Canopy Growth's capital structure, potentially enabling new financing or strategic partnerships critical for its future operations in the cannabis market.

Risk Assessment

Risk Level: medium — The creation of a new share class can dilute existing shareholders or alter control, introducing financial and governance risks.

Key Numbers

• 001-38496 — SEC File Number (Identifies the specific SEC registration for Canopy Growth Corp)
• 20240221 — Filing Date (Date the DEFA14A was filed with the SEC)
• 0001737927 — Central Index Key (CIK) (Unique identifier for Canopy Growth Corp with the SEC)

Key Players & Entities

• Canopy Growth Corp (company) — Registrant filing DEFA14A
• 001-38496 (dollar_amount) — SEC File Number
• February 21, 2024 (date) — Filing date of DEFA14A
• Exchangeable Shares (other) — Subject of shareholder vote
• Smith Falls (location) — Business address city

FAQ

Key Financial Figures

• $50B — nopy Growth’s entry into the over $50B 1 U.S. THC market. · For any q
• $50 billion — jected to be as high as approximately US$50 billion in 2026 2 , and this strategy aims to u

Filing Documents

• tm246792d1_defa14a.htm (DEFA14A) — 41KB
• 0001104659-24-025678.txt ( ) — 42KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 CANOPY GROWTH CORPORATION (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. CANOPY GROWTH TO HOLD SPECIAL MEETING OF SHAREHOLDERS · Shareholders to vote on the creation of a new class of Exchangeable Shares, which is expected to be a critical step in strategy to accelerate Canopy Growth’s entry into the over $50B 1 U.S. THC market. · For any questions or assistance with voting, shareholders should contact Laurel Hill Advisory Group at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (Outside North America), or by email at assistance@laurelhill.com . FEBRUARY 20, 2024 SMITHS FALLS, ON — Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED, Nasdaq: CGC) announced today that the Company will hold a special meeting (the “ Meeting ”) of shareholders at 1:00PM ET on Friday, April 12, 2024. The Meeting will be conducted in virtual format by live audio webcast at: www.virtualshareholdermeeting.com/WEED2024SM . At the Meeting, shareholders will be asked to consider, and if deemed appropriate, pass a special resolution authorizing an amendment (the “Amendment Proposal”) to the Company’s articles of incorporation, as amended, in order to: (i) create and authorize the issuance of an unlimited number of a new class of non-voting and non-participating exchangeable shares in the capital of Canopy Growth (the “ Exchangeable Shares ”). Shareholders will find important information and detailed instructions about how to participate in the Meeting in the Company’s definitive proxy statement (the “Proxy Statement”), which is available at: www.canopygrowth.com/investors/investor-events/special-meeting-2024 . Background On October 25, 2022, Canopy Growth previously announced a strategy to accelerate its entry into the U.S. cannabis industry and unleash the value of its full U.S. cannabis ecosystem through the creation of a new U.S.-domiciled holding company, Canopy USA, LLC (“Canopy USA”). Canopy USA holds the Company’s U.S. cannabis investments, which will enable it to exercise rights to acquire Acreage Holdings, Inc. (“Acreage”), Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, “Wana”) and Lemurian, Inc. (“Jetty”). Upon Canopy USA’s acquisition of any of these U.S. THC businesses, Canopy Growth is expected to deconsolidate the financial results of Canopy USA and have a non-controlling interest in Canopy USA, which will be accounted for as an equity method (fair value) investment. 1 MJBiz market forecast of total US cannabis market by 2026, in USD currency. Canopy USA Strategic Highlights As the growth of the U.S. cannabis market continues at the state level, this strategy enables Canopy Growth to capitalize on the once-in-a-generation opportunity in the largest cannabis market in the world. These actions are expected to enable Canopy Growth and Canopy USA to realize value in the near term prior to federal permissibility of cannabis in the United States while positioning the Company for profitable growth and a fast start upon federal permissibility of cannabis in the United States. Potential benefits of this strategy include: · Fast Tracks Entry into the World’s Largest and Fastest Growing Cannabis Market: The U.S. retail cannabis market is projected to be as high as approximately US$50 billion in 2026 2 , and this strategy aims to unlock the ability to capture share and return on investments made to date. Through these “stepping stone” transactions, Canopy Growth will be strategically repositioned to capitalize on the benefits of complete ownership and control of its U.S. THC portfolio of assets following the date that the NASDAQ Stock Market or The New York Stock Exchange permit the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) in the United States. · Establishes

View Full Filing

View this DEFA14A filing on SEC EDGAR