iAnthus and MPX Bioceutical Announce Transformational Combination, Expands U.S. Footprint to 10 States
NEW YORK and TORONTO, Oct. 18, 2018 /PRNewswire/ – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”), (CSE: IAN, OTCQX: ITHUF), and MPX Bioceutical Corporation (“MPX”) (CSE: MPX; OTC:MPXEF) announced today that both companies have signed an arrangement agreement (the “Agreement”) pursuant to which iAnthus will combine with MPX in an all-stock transaction with offered equity consideration to MPX shareholders valued at $835 million before giving effect to MPX International (defined below) and assuming all of MPX’s dilutive securities are exercised prior to the completion of the transaction. The Agreement represents the first public to public merger transaction in U.S. cannabis history.
The Agreement provides that MPX shareholders will be entitled to receive 0.1673 common shares of iAnthus for each common share of MPX held (the “Exchange Ratio”), representing a consideration of approximately $1.28 per MPX common share, a premium of 30.6% based on the closing price of iAnthus and MPX common shares on October 17, 2018. In addition, each MPX shareholder will receive common shares of the newly formed MPX International which will hold all of the non-U.S. businesses of MPX. MPX International will apply to list on the Canadian Securities Exchange (the “CSE”) with the listing to occur contemporaneously with closing of the transaction. All references to currency are in Canadian dollars.
The combined company, excluding MPX International, will encompass operations and cannabis licenses in 10 states that will permit iAnthus to operate 56 retail locations and 14 cultivation/processing facilities. As a result of the transaction, iAnthus will add retail and/or production capabilities in Arizona, Maryland, Nevada, California and Massachusetts. These additional licenses complement iAnthus’ existing assets in New York, Florida, Massachusetts, Vermont, Colorado, and New Mexico, forming super-regional footprints in both the eastern