Form DEFA14A Canopy Growth Corp

If Constellation elects to convert its Canopy shares into exchangeable shares, certain other transactions between Canopy and Constellation will occur, including (i) CBG will deliver to the Company for cancellation without consideration all Canopy stock warrants held by CBG; (ii) the Investor Rights Agreement, the Administrative Services Agreement, co-development Agreement, and all other commercial agreements between Canopy and its Affiliates, on the one hand, and Constellation and its Affiliates, on the other hand, will be terminated; (iii) Constellation will no longer have the right to nominate individuals to the Canopy Board of Directors (the “Plank”), will no longer have the right to approve certain transactions proposed to the Company and the restrictive clauses previously agreed between the parties will come to an end; and (iv) all nominees of Constellation who currently serve on the Board of Directors should resign and new directors will be appointed to fill vacancies caused by their resignations.

If Constellation does not convert its Canopy shares into exchangeable shares, Canopy USA will not be permitted to exercise the rights to acquire Acreage, Wana or Jetty and the floating stock arrangement agreement will be terminated. In such circumstances, Canopy will retain its option to acquire the fixed shares under the existing surface arrangement agreement and Canopy USA will continue to hold an option to acquire Wana and Jetty as well as exchangeable shares and other shares in the capital of TerrAscend. In addition, Canopy USA will exercise its redemption rights to acquire interests in Canopy USA held by third-party investors.

Webcast and Q&A

In support of this announcement, Canopy will host an audio webcast with David Klein, CEO, and Judy Hong, Chief Financial Officer, on October 25, 2022 at 8:30 a.m. EST.

The live audio webcast will be available at:

A replay will be available via webcast until 11:59 p.m. ET on January 4, 2023, at:

Approvals and recommendation

The strategy has been approved by the Canopy Board of Directors, and the Canopy Board of Directors unanimously recommends that Canopy shareholders vote in favor of the proposed amendment.

Advisors and advice

Greenhill & Co. Canada Ltd. acts as financial advisor to Canopy. Cassels Brock & Blackwell LLP is acting as Canopy’s Canadian counsel, and Paul Hastings LLP and Dentons are acting as Canopy’s US counsel. Laurel Hill Advisory Group acts as strategic shareholder advisor and proxy solicitation agent to Canopy.

About Canopy Growth

Canopy Growth (TSX: WEED, NASDAQ: CGC) is a world-leading diversified cannabis and cannabinoid consumer products company driven by a passion for improving lives, ending prohibition and building stronger communities. communities by unlocking the full potential of cannabis. Leveraging consumer insights and innovation, Canopy Growth offers product varieties in high-quality dried flower, oil, capsule, infused, edible and topical beverage formats, as well as vaporizers from Canopy Growth and industry leader Storz & Bickel. Canopy Growth’s global medical brand, Spectrum Therapeutics, sells a full-spectrum line of products using its color-coded classification system and is a market leader in Canada and Germany.

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