WeedMD Inc (TSXV: WMD) has officially completed its acquisition of Starseed Holdings Inc, which was announced late last month. The agreement, which saw WeedMD acquire Starseed in a $78 million all-share transaction, has also resulted in the subscription of $25 million worth of equity financing through the LiUNA Pension Fund of Central and Eastern Canada.
Under the terms of the acquisition, 71.8 million shares of WeedMD have been issued to former shareholders of the privately held Starseed Holdings, a licensed producer of cannabis based in Bowmanville, Ontario. Of those shares, approximately 49 million are subject to a voluntary lockup agreement for a period of 18 months.
The terms of the acquisition of Starseed also included the previously mentioned investment by LiUNA, a union that operates in both Canada and the US. The investment saw the union’s associated pension fund subscribe to subscription receipts at a price of $1.0832 per receipt, for total proceeds of $25 million. Each receipt will be converted into one common share of WeedMD upon the approval of the investment by shareholders on February 4, 2020.
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The combined entity has seen a slight shakeup in its management team and board of directors as a result of the extensive experience offered by members of management between Starseed and WeedMD, with the resulting issuer seeing its executive teams made up as follows.
Management
- Keith Merker, CEO (maintains role)
- Angelo Tsebelis, formerly President of Starseed, assumes the role of President of WeedMD
- Nichola Thompson, CFO (maintains role)
- Stephen Ng, formerly CFO of Starseed, is appointed to Chief Strategy Officer of WeedMD
- Dr. Peter Blecher, formerly Chief Medical Officer of Starseed, assumes the role of Chief Medical Officer of WeedMD
Board of Directors
- George Scorsis, Executive Chairman
- Keith Merker, currently CEO of WeedMD
- Gail Paech, formerly Associate Deputy Minister, Ministry of Health, Ontario
- Michael Pesner, previously on the board of SAQ (Société des alcools du Québec), and KPMG executive leader
- Angelo Tsebelis, currently President of WeedMD
- G. Edmund King, former CEO and Chairman of CIBC Wood Gundy
- Dr. Hugh Scully, previously President of both the Ontario & Canadian Medical Associations
Notably, co-founder and former executive chairman of WeedMD Michael Kraft has resigned from his role on the board of directors. He will remain as a strategic advisor to the newly formed board of directors. Rick Moscone and Kevin McGovern have elected to step down from the board to enable new appointees to take their roles. The board now consists of four WeedMD representatives, and three representatives from that of Starseed Holdings.
WeedMD last traded at $0.81 on the TSX Venture.
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