Friday Night Inc. Announces LOI to Acquire Body & Mind Inc. In All Stock Transaction Valued at CAD $115 Million
Friday Night Inc. (Friday Night) (CSE:TGIF) (FWB:1QF) (OTCQB:TGIFF) Friday Night Inc. (“Friday Night”) and Body & Mind Inc. (“BAM”) are pleased to announce an all-stock acquisition valuing BAM at approximately CAD $115,000,000 based on the recent closing price of Friday Night. Transaction highlights:
- Merger is expected to be immediately accretive to cash flow.
- With approximately 130,000 square feet of facility projects under development, will make Mergeco among the largest cultivation and production companies in Nevada.
- Per unit costs to become among the lowest in Nevada due to economies of scale.
- Enhanced product lines will better service clientele.
- Increased product volumes will warrant investment that drives efficiencies such as packaging systems, extraction, dosing, testing, distribution and marketing.
- Purchase price represents an approximate 50% premium over BAM’s recent closing price, on a fully diluted basis.
Brayden Sutton, Friday Night Inc. CEO, commented, “This transaction helps advance Friday Night into a leading position in what many believe is one of the best cannabis markets in the world. We welcome the Body & Mind shareholders and staff to the Friday Night family and are excited about having Robert Hasman head up the expanded organization as President.”
Robert Hasman, Body & Mind President, commented, “This is a meaningful win for our stakeholders but is only the beginning of consolidation here in Nevada. The financial strength of a combined entity will enable us to continue to do more transactions at a rapid pace with the ultimate goal of driving down costs, expanding product lines, and servicing our customers. I would like to thank our staff and shareholders and the overwhelming support from the investment community for this transaction.”
The transaction is expected to be structured by way of an amalgamation between BAM and a wholly owned Nevada subsidiary of TGIF, in which the shareholders of BAM will receive common shares in the capital of TGIF (the “TGIF Shares”) in exchange for their shares of BAM (“BAM Shares”). TGIF will issue 115,000,000 TGIF Shares for all of the BAM shares (the” Exchange Ratio”), The final structure of the transaction will be subject to advice from BAM and TGIF tax, financial and legal advisors. The parties anticipate completing the Transaction on or about March 31, 2018. The agreement is subject to closing conditions normal for a transaction of this type, including due diligence, BAM shareholder and CSE approvals.
About Friday Night Inc.
Friday Night Inc. is a Canadian public company, which owns and controls cannabis and hemp-based assets in Las Vegas Nevada. The company owns 91% of Alternative Medicine Association, LC (AMA), a licensed medical and adult-use cannabis cultivation and production facility that produces its own line of unique cannabis-based products and manufactures other third-party brands. Infused MFG, also a 91% owned subsidiary, produces hemp-based, CBD products, thoughtfully crafted of high quality organic botanical ingredients. Friday Night Inc. is focused on strengthening and expanding these operations within and outside of the state.
About Body and Mind Inc.
Body and Mind Inc. (“BAMM”) is a Nevada corporation which is publicly traded on the Canadian Securities Exchange. The Company was an early State of Nevada applicant in 2014 and was awarded one of the first state medical marijuana licenses for both cultivation and production. BAMM produces flower, oil extracts and edibles in its current facility and expects within the latter part of 2018 to be managing operations in facilities providing approximately 50,000 square feet.
For further information, please contact:
Joe Bleackley, Corporate Communications
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release.
Notice Regarding Forward-Looking Statements:
This news release contains forward-looking statements. The use of any of the words “anticipate,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “should,” “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including the inability of the Company to obtain shareholder and exchange approval, or to raise additional equity as well as the various risk factors discussed in the Company’s disclosure documents, which can be found under the Company’s profile on www.sedar.com. Friday Night undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law or the Canadian Securities Exchange.
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