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LAS VEGAS, NV / ACCESSWIRE / December 20, 2021 / PRESS RELEASE / Planet 13 Holdings Inc. and Next Green Wave Holdings Inc. have announced that they have entered into a definitive arrangement agreement (the “Agreement”) pursuant to which Planet 13 will acquire all of the issued and outstanding common shares (the “NGW Shares”) of NGW, by way of a court approved plan of arrangement, for total consideration of approximately C$91 million (the “Transaction”).
Under the terms of the Agreement and based on pricing as of Dec. 17, 2021, shareholders of Next Green Wave (“NGW Shareholders”) will receive 0.1081 of a common share of Planet 13 (the “Exchange Ratio”) subject to calculations as described below, and $0.0001 in cash, for each NGW Share held. Based on Planet 13’s 10-day volume weighted average price (“VWAP”) and the Exchange Ratio as at Dec. 17, 2021, the implied deal price per NGW Share is C$0.465, representing a premium of approximately 52% to the closing price and 44% to the 10-day VWAP of NGW Shares on the Canadian Securities Exchange (the “CSE”) as of Dec. 17, 2021. The Exchange Ratio is subject to adjustment as follows:
If the 10-day VWAP of Planet 13 common shares