Wayland Group Enters into a Letter of Intent to Sell 49.9% of International Business to International Cannabis Corp.
Wayland Group (CSE:WAYL) (FRANKFURT:75M) (OTCQB:MRRCF) (“Wayland” or the “Company”) is pleased to announce that, pursuant to the Company’s previously announced strategic review, it has entered into a Letter of Intent to sell 49.9% of the Company’s international portfolio of assets to International Cannabis Corp (“ICC”). Wayland will receive 300,000,000 shares of ICC that trade under the symbol WRLD.U on the Canadian Securities Exchange, at a deemed price of USD $0.43 per share (the “Issue Price”). Based on the Issue Price, once complete this transaction will value Wayland’s international business at approximately USD$258,000,000.
Additional Transaction Details
Upon consummation of the proposed transaction:
- Wayland will sign a three-year supply agreement with ICC that will supply ICC with 10,000kg of EU-GMP certified product per year, for a total of 30,000kg during the term
- ICC will gain access to Wayland’s German advisory board to help with production and distribution strategies, branding campaigns, as well as the continued penetration of new cannabis and CBD markets and verticals through Cosmos Holdings
- Wayland’s international business will be held in a subsidiary which will be jointly owned by Wayland and ICC
- ICC shares will not be distributed to Wayland shareholders for a period of not less than six months from the closing date of the transaction.
This transformational event for Wayland shareholders affords them the opportunity to unlock the value in the Company’s international portfolio and to gain exposure to ICC’s international business. Based on yesterday’s closing price of Wayland, this transaction will value the international assets at a 13.3% premium to the current market value of Wayland’s entire global business and a 32.6% premium to the 20-day VWAP (volume-weighted average price). The current intention is to spin out the 300,000,000 ICC shares to WAYL shareholders at the appropriate time after the six-month holding period.
Subject to developments in the strategic review, the Company will continue to operate its Canadian business supplying its current medical patient base and the Canadian Provinces. Wayland’s state-of-the-art, purpose-built cannabis production facility in Langton, Ontario will be fully operational in 2019.
“The proposed transaction would provide Wayland and our shareholders with exposure to an unparalleled portfolio of international assets to address the ever-expanding global legalization of medical cannabis with operations in countries with a total population of just over 390 million people and access to international markets that exceed a billion people. This transaction ascribes value to our international assets that is in line with our expectations as the value of our international assets is now greater than the entire company’s present market capitalization. The transaction also provides an opportunity at the appropriate time to fully integrate our international operations with ICC’s to cover all aspects of the value chain, including medical plant production, extraction, active pharmaceutical ingredient isolation, finished dose manufacturing, and distribution.” Stated Wayland CEO, Ben Ward.
The transaction is expected to close on or around March 1, 2019 and is subject to a number of conditions including certain regulatory, stock exchange and securityholder approvals and other conditions, completion of satisfactory due diligence by ICC and Wayland, Wayland and ICC each receiving fairness opinions, the completion of a reorganization of Wayland’s international assets and the entering into a definitive agreement.
This Transaction is subject to a finder’s fee.
About Wayland Group
Wayland is a vertically integrated cultivator and processor of cannabis. The Company was founded in 2013 and is based in Burlington, Ontario, Canada and Munich, Germany, with production facilities in Langton, Ontario where it operates a cannabis cultivation, extraction, formulation, and distribution business under federal licenses from the Government of Canada. The Company also has production operations in Dresden, Saxony, Germany, Regensdorf, Switzerland, Allesandria, Piedmont, Italy and Ibague, Colombia. Wayland will continue to pursue new opportunities globally, including the consummation of its previously announced transactions in the United Kingdom, Australia and Argentina, in its effort to enhance lives through cannabis.
Forward Looking Information
This news release includes forward-looking information and statements, which may generally be identified by the use of the words “will”, “intention”, “expects”, “is expected to”, “subject to”, and variations or similar expressions and which include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include those relating to the terms of the proposed transaction, the value of Wayland’s international business, its entering into a supply agreement with ICC and the terms thereof, the combined presence of the companies, and the integration of Wayland’s operations team into ICC’s existing operations, certain expected effects of the transaction, the anticipated date for entering into a definitive agreement and closing the transaction, the nature and satisfaction of certain conditions to completion, the Company’s expectations regarding the operation of its Canadian business going forward and the anticipated timeline for the completion of the Company’s Langton facility. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Such assumptions, risks, uncertainties and other factors include, but are not limited to, that the proposed transaction will be completed on the terms and timelines anticipated by the Company or at all, that the consummation of the proposed transaction will help to unlock the value of the Company’s international portfolio in the manner anticipated or at all, that the value of the ICC common shares received by the Company in connection with the transaction will not decrease in value, that all necessary stock exchange, securityholder regulatory and other approvals will be received in connection with the proposed transaction on the timelines anticipated or at all, that all other conditions to closing will be satisfied in the manner and on the timelines anticipated, that the integration of Wayland’s existing operations team into ICC and ICC’s access to Wayland’s German advisory board will have the anticipated benefits for both companies, that Wayland will be able to distribute the ICC common shares received pursuant to the proposed transaction to Wayland’s shareholders in a cost effective manner and on the timelines anticipated and that the Company will be able to continue to operate its existing Canadian business as planned and certain matters relating to the conduct and outcome of the Company’s ongoing strategic review. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements (including the risk that some or all of the assumptions made by the Company may prove to have been incorrect), there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. In particular, the completion of the proposed transaction is subject to the satisfaction of a number of conditions and uncertainties (including the completion of satisfactory due diligence, and the negotiation of definitive agreements) and the Company can offer no assurance that the proposed transaction will be completed on the terms, conditioned and timelines anticipated or at all, nor can any assurance be offered that the Company’s strategic review will result in any other transaction in respect of the Company’s international assets or otherwise being identified or successfully completed. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release
For more information about Wayland, please visit our website at www.waylandgroup.com
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Corporate Headquarters (Canada)
Wayland Group Corp. (Toronto)
845 Harrington Court, Unit 3
Burlington Ontario L7N 3P3
European Headquarters (Germany)
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