2. 2
Key Takeaways
It is questionable that in the first place Aurora chose to make the
bid conditional on the Newstrike transaction being terminated.
We believe that CanniMed’s shareholder meeting should be
all about whether CanniMed shareholders should vote FOR
the Newstrike acquisition, not whether they should tender their
shares to Aurora. In any event, Aurora can waive such condition.
We suspect that the real reason for Aurora trying to stop the
Newstrike acquisition is that they are afraid their hard locked-
up shareholder position will be diluted by CanniMed’s share
issuance, not the strategic merits of the Newstrike deal.
2 Newstrike transaction should not be a condition on Aurora’s hostile bid
On a standalone basis CanniMed provides $1.34 EBITDA1
per share and, with Newstrike, shareholders will see 14.6%
accretion to $1.54 EBITDA2
per share. Conversely, by tendering
to Aurora’s hostile bid, CanniMed shareholders will see a
36.7% dilution to $0.85 EBITDA1
per share, based on Aurora’s
December 29th, 2017 closing price of $9.60. This means
Aurora is offering shareholders $0.69 or 45% less than what
a combined CanniMed and Newstrike offers shareholders.
The $24.00 capped offer price results in a deteriorating
exchange ratio for any Aurora share price over $5.30 (As a
result, CanniMed’s pro forma ownership has fallen from 18.6%
at the time of announcement to just 7.9% based on Aurora’s
January 5th, 2018 closing price of $13.16). As Aurora’s share
price increases further, EBTIDA per share dilution to CanniMed
shareholders deteriorates even more. For example, based on
Aurora’s January 5th, 2018 closing price of $13.16, dilution is
greater than 50%.
1 Newstrike represents significant accretion to CanniMed shareholders
1. CanniMed and Aurora CY EBITDA based on Analyst consensus estimates from Capital IQ (excluding outliers where applicable)
2. Newstrike 2019E EBITDA calculated based on Newstrike’s capacity and average analyst estimates for the sector for bud price, oil price, capacity utilization and EBITDA margin. 2019E EBITDA of $26.2mm calculated as 9,750kg of sold product based
on 15,000kg (Brantford 2,500 kg/year and Niagara 12,500 kg/year) and 65% capacity utilization, average selling price of $6.50 per dry bud and $12.00 for oil, with a 70/30% split of bud/oil and EBITDA margin of 33%
3. 3
Key Takeaways
The recent significant run-up in the Newstrike share price
not only reflects management’s sound judgment on the
acquisition, but also makes CanniMed’s acquisition of
Newstrike more attractive.
4 The recent significant run up in the Newstrike share price makes the transaction even more attractive
Given the fact that the CanniMed’s share price has been
trading well above the $24 capped offer, it makes no sense
for shareholders to tender to an offer that is below the
current trading share price of $26.95.1
Given the run-up
in the cannabis sector in light of the recent legalization of
recreational marijuana in California on January 1, 2018
as well as the expected legalization in Canada in summer
2018, the bottom line is that CanniMed’s share price should
be much higher on the stand-alone basis in the absence of
Aurora’s bid.
3 CanniMed’s trading price is above offer price
1. As of January 5, 2018. Closing share prices have been above $24 since the beginning of the year: January 2, 2018: $24.15, January 3, 2018: $26.13, January 4, 2018: $24.52, January 5, 2018: $26.95
4. 4
Key Takeaways
The Securities Regulators ordered Aurora to, among other
things, disclose by January 12, 2018 how it became aware
of a CanniMed’s board meeting that was scheduled for
November 13, 2017, and disclose any other information
that was obtained by Aurora from any person with a special
relationship with CanniMed that was material to Aurora
pursuant to its takeover bid. The whole story surrounding
the Aurora bid is highly questionable from the beginning.
We expect that Aurora will disclose that Aurora was
informed by an insider at some time before November 12,
2017 that the CanniMed board was scheduled to meet
on November 13, 2017 to consider the acquisition of
Newstrike. That would make it clear that Aurora was clearly
trying back in November to preempt our agreement to bring
the Newstrike accretive transaction to our shareholders.
Based on current stock prices, the market has validated
that the Newstrike transaction will bring more value to our
shareholders than the Aurora bid.
5 Aurora compelled by securities regulators for additional disclosure
5. 5
The Fundamentals
• The pioneer of the Canadian medical cannabis industry
• Unparalleled global reputation, positioned to lead the global medical
cannabis market
• 13 years as Canada’s only licensed cannabis producer and sole supplier to
Health Canada
• Pharmaceutical grade production facilities, processes, expertise and experience
• 16 years of flawless performance without a single recall or supply shortfall
6. 6
The Fundamentals
• Strategic emphasis on oils — 12 million bottles/year oils plant online by late 2018
• Current herbal grow capacity of 7,000 kg and growing to ~20,000 kg by 2019
• Product range: dry herbal, oils, capsules, creams, sublingual wafers
• Positioned with major pharmacy chains as primary distribution channel
7. 7
The Only Real Choice
• Decades of experience knowledge
• Proven impeccable performance
• Massive global reputation
• Emphasis on Oils
— Extraordinary capability expertise;
— Phase 1 expansion - $1 billion revenue capacity with 70+% profit margins
— Home run potential
• Positioned to be leader in pharmacies and international market
CanniMed
8. 8
The Only Real Choice
• Up Cannabis strong branding positioned to lead the recreational sector
• 700,000 Tragically Hip fan base — $150 million immediate opportunity
• CanniMed’s 2019 EBITDA1,2
per share is 14.6% higher with Newstrike acquisition
— In contrast, a pro forma Aurora deal results in 45% less EBITDA1,2,3
per share
• Recently approved by Health Canada as a cannabis sales licensee
Newstrike
1. Newstrike 2019E EBITDA calculated based on Newstrike’s capacity and average analyst estimates for the sector for bud price, oil price, capacity utilization and EBITDA margin. 2019E EBITDA of $26.2mm calculated as 9,750kg of sold product based
on 15,000kg (Brantford 2,500 kg/year and Niagara 12,500 kg/year) and 65% capacity utilization, average selling price of $6.50 per dry bud and $12.00 for oil, with a 70/30% split of bud/oil and EBITDA margin of 33%
2. CanniMed and Aurora CY EBITDA based on Analyst consensus estimates from Capital IQ (excluding outliers where applicable)
3. Based on Aurora’s closing share price on December 29, 2018 of $9.60. The differential increases as Aurora’s share price increases; based on Aurora’s January 5, 2018 share price of $13.16, a pro forma Aurora deal EBITDA per share is
approximately 59% less than a combined CanniMed and Newstrike EBITDA per share
9. 9
The Only Real Choice
• Expands coverage to the entire Canadian recreational and medical marketplace
• Unparalleled brand quality leader
• Oils is THE big growth profit opportunity
• Group will have massive oils production capacity for medical and
recreational markets
• Combined cannabis production capacity going to 45,000 kg
• Valuation lift coming from new positioning as sector leader
Strong Strategic Fit
10. 10
Combined production capacity
• CanniMed + Newstrike
• — Cannabis - 10,000 kg
• — Oils - Meeting current demand
• Aurora
• — Cannabis - 8,700 kg
• — Oils - Unknown
CanniMed + Newstrike
— Established path to 45,000 kg = $300 to $500mm
revenue
— Huge depth of experience expertise for commissioning
— $1+ billion capacity oils plant
Aurora
— 100,000 kg Aurora Sky “albatross” a significant
commissioning challenge
— Little proven experience
— Slippage in Aurora Sky opening
— Unknown oils capability
Current Future
11. 11
Aurora’s Offer Keeps Getting Worse
• Aurora offer is now at a discount to current CanniMed stock price of $26.951
• CanniMed shareholders would own only ~8% of Aurora2
• CanniMed’s share price would likely be over $30 by now if it had been allowed
to trade with the sector1
• The capped exchange ratio results in deteriorating economics
1. Based on CanniMed’s January 5, 2018 close price
2. Based on the average appreciation of the Cannabis Index of the 23 largest publicly traded Licensed Producers (excluding Aurora, Newstrike and CanniMed) from November 14th, 2017 to January 5th, 2018
12. 12
Aurora’s Bid Has Issues
• Aurora’s inflated share price would rob CanniMed shareholders
• Three year public company shell game
• Unproven management team, absent the needed operational skills
• Minimal experience as a Licensed Producer
• Two product recalls
• Slippage in its signalling on opening of Aurora Sky
• Aurora management sold ~$42.9 million of its Aurora stock in 2017
13. 13
Why Does Aurora Want CanniMed So Desperately?
• CanniMed represents significant unrecognized value, capability, expertise
and credibility
• Aurora management knows it is struggling to execute and needs to backfill
14. 14
Non-IFRS Measure: Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)
CanniMed uses EBITDA as a supplemental financial measure of its operational performance.
In addition, analysts use 2019 estimated EBITDA in their published reports. CanniMed
believes EBITDA to be an important measure of its and other companies’ capacity to
generate cash flow from operations as it excludes the effects of items which primarily
reflect the impact of long-term investment and decisions and finance strategies, rather than
the performance of CanniMed’s and other companies’ day-to-day operations. CanniMed
measures EBITDA as net earnings (loss) from continuing operations plus income taxes
expense (recovery), interest expense and depreciation and amortization. CanniMed believes
the references to EBITDA in analysts’ reports are calculated similarly.
EBITDA is a non-IFRS financial measure which does not have a standardized meaning.
Accordingly, such information should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with IFRS.
Notice Regarding Forward Looking Statements
This document contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of CanniMed and Newstrike to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements.
These forward-looking statements include, but are not limited to, statements relating to our expectations with respect to: estimated earnings
before interest, taxes, depreciation and amortization (EBITDA) for 2019, estimated accretion per CanniMed share of the acquisition of Newstrike;
the revenue opportunity for CanniMed; projected profit margins; the market for cannabis products, including oils; fan base market opportunity;
the timing and outcome of the proposed acquisition of all the issued and outstanding common shares of Newstrike; projected 2019 combined
production capacity of 45,000kg of CanniMed and Newstrike; and the projected value of licensed producers. Often, but not always, forward-
looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will” be taken, occur or be achieved. In respect of the forward-looking statements and information concerning the
anticipated benefits and completion of CanniMed’s acquisition of Newstrike, CanniMed has provided such statements and information in reliance
on certain assumptions that it believes are reasonable at this time, including assumptions as to projected 2019 results of operations for CanniMed,
Newstrike and Aurora; projected profit margins on oil sales and other cannabis products; that the market price for the shares of CanniMed will be
based on industry average multiple of 2019 estimated EBITDA; benefits and synergies realized from the acquisition of Newstrike by CanniMed; the
legalization of the Canadian adult recreational cannabis market; the receipt of all shareholder, regulatory and court approvals for CanniMed’s
acquisition of Newstrike. The combined results of CanniMed and Newstike assumes the completion of CanniMed’s acquisition of Newstrike and
there is no certainty that the acquisition of Newstrike will receive all required approvals or will be completed. Accordingly, readers should not
place undue reliance on the forward-looking statements and information contained in this document.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including the risk that
the market for cannabis products will be less than expected; the risk that 2019 operating results of CanniMed and Newstrike will be less than
expected; the risks associated with the integration of the acquisition of Newstrike, including that synergies will not be as significant as anticipated;
the risks associated with a delay in the legalization of the Canadian adult recreational market; and the risk that the market price of CanniMed will
not be based on industry average multiple of 2019 estimated EBITDA. Readers are cautioned that the foregoing list of factors is not exhaustive.
Additional information on other factors that could affect the operations or financial results of CanniMed and the completion of its acquisition of
Newstrike are included in documents on file with applicable securities regulatory authorities, including the management information circular of
CanniMed dated December 8, 2017, available on sedar.com.
The forward-looking statements contained in this document are made as of the date of this document and, accordingly, are subject to change after
such date. CanniMed does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be
made from time to time by CanniMed, except as required by applicable law.
None of the Toronto Stock Exchange, TSX Venture Exchange and their Regulation Services Providers accept responsibility for the adequacy or
accuracy of this document.
