Canopy Growth Proxy: Vote YES on Exchangeable Shares

TL;DR

Canopy Growth wants to issue new shares for US ops, Glass Lewis says vote YES.

AI Summary

Canopy Growth Corporation filed a DEFA14A proxy statement on March 14, 2024, recommending shareholders vote for the creation of exchangeable shares. This move is intended to further the advancement of Canopy USA. Independent proxy advisor Glass Lewis has recommended shareholders support this proposal.

Why It Matters

The creation of exchangeable shares is a strategic move by Canopy Growth to facilitate the advancement of its US operations, potentially impacting its future growth and market position.

Risk Assessment

Risk Level: medium — The creation of new share classes and strategic shifts can introduce complexity and uncertainty regarding future performance and shareholder value.

Key Players & Entities

• Canopy Growth Corporation (company) — Registrant
• Glass Lewis (company) — Independent Proxy Advisor
• Canopy USA (company) — Subsidiary/Operation

FAQ

Key Financial Figures

• $40 — t managers who collectively manage over $40 trillion in assets. In the analysis un
• $50 billion — jected to be as high as approximately US$50 billion in 2026 1 , and this strategy aims to u

Filing Documents

• tm246792d6_defa14a.htm (DEFA14A) — 43KB
• 0001104659-24-034507.txt ( ) — 44KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o 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): x No fee required o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. INDEPENDENT PROXY ADVISOR, GLASS LEWIS, RECOMMENDS CANOPY GROWTH SHAREHOLDERS VOTE FOR THE CREATION OF EXCHANGEABLE SHARES TO FURTHER THE ADVANCEMENT OF CANOPY USA · Shareholders are encouraged to vote well in advance of the proxy voting deadline on April 10, 2024 at 1:00 p.m. Eastern Time (Toronto time) · 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 . SMITHS FALLS, ONTARIO MARCH 14, 2024 — Canopy Growth Corporation (“ Canopy Growth ” or the “ Company ”) (TSX: WEED, Nasdaq: CGC) today announced that independent proxy advisory firm Glass Lewis & Co. (“ Glass Lewis ”), in its report issued on Canopy Growth’s special meeting of shareholders scheduled for April 12, 2024, recommended that Canopy Growth shareholders (the “ Canopy Shareholders ”) vote in favour of the previously announced special resolution authorizing an amendment to the Company’s articles of incorporation, as amended (the “ Amendment Proposal ”), 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 ”); and (ii) restate the rights of the common shares in the capital of Canopy Growth (the “ Common Shares ”) to provide for a conversion feature whereby each Common Share may at any time, at the option of the holder, be converted into one Exchangeable Share. Canopy Shareholders will be asked to consider and vote on the Amendment Proposal at a special meeting of Canopy Shareholders on Friday, April 12, 2024 at 1:00 p.m. Eastern Time (Toronto time) (the “ Meeting ”). Glass Lewis is an independent proxy advisor to institutional investors, covering 30,000 meetings each year, across approximately 100 global markets. Their customers include the majority of the world’s largest pension plans, mutual funds, and asset managers who collectively manage over $40 trillion in assets. In the analysis underpinning their endorsement of the Amendment Proposal, Glass Lewis noted the proposed change is not contrary to shareholders' interests and as such, Glass Lewis recommends Canopy Shareholders vote in favour of this proposal. Background On October 25, 2022, Canopy Growth 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 all of the U.S. cannabis investments previously held by the Company, which will, subject to the Amendment Proposal being approved, enable Canopy USA 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. Canopy USA Strategic Highlights As the growth of the U.S. cannabis market continues at the state level, this strategy will enable 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

View Full Filing

View this DEFA14A filing on SEC EDGAR