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HEXO Corp. (TSX:HEXO, NASDAQ:HEXO) ("HEXO" or the "Company") announced today that at the special meeting of its common shareholders held earlier today, its common shareholders approved the previously announced arrangement agreement, as amended, with Tilray Brands, Inc. ("Tilray"), whereby Tilray will acquire, by way of court-approved plan of arrangement (the "Arrangement"), all of the issued and outstanding common shares of the Company (the "Common Shares"). Common shareholders will receive 0.4352 of a share of Tilray common stock (the "Tilray Shares") for each whole Common Share held, while holders of the recently issued non-voting Series 1 Preferred Shares will receive a fraction or a number of Tilray Shares based on the Preferred Share Exchange Ratio set out in the Company's press release issued on June 1, 2023.
The Arrangement required the approval of 66⅔% of votes cast by the Company's common shareholders and the approval of a simple majority of the votes cast by minority common shareholders of the Company. At the special meeting, the Arrangement was approved by approximately93.7% of all votes cast as well as by approximately 93.7% of the Common Shares voted by shareholders on the majority of the minority vote required under Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions.
Completion of the Arrangement remains subject to closing conditions as set forth in the arrangement agreement, as amended, including approval of the Ontario Superior Court of Justice (Commercial List) (the "Court"). The Company anticipates returning to the Court on June 19, 2023 to seek a final order of the Court approving the Arrangement. Assuming that the conditions to closing are satisfied or waived, it is currently expected that the Arrangement will be completed by June 30, 2023.
