Leading Brands, Inc. announces Mailing of Meeting Material
13 Junio 2018 - 7:30AM
Leading Brands, Inc. (NASDAQ:LBIX) (the
“
Company”), is pleased to announce the mailing of
materials for a special meeting (the “
Meeting”) of
shareholders of the Company (the “
Shareholders”)
for the previously announced plan of arrangement (the
“
Arrangement”) with Liquid Media Group Ltd.
("
Liquid"). The joint information circular dated
June 8, 2018 (the “
Circular”), form of proxy and
voting information form (collectively, the “
Meeting
Materials”) are also available for download on SEDAR
(www.sedar.com).
At the Meeting, Shareholders will be asked to
consider and vote on the issuance of common shares of the Company
(“LBIX Shares”), amendment of the Company’s
shareholder rights plan and authorization of the directors to
approve a consolidation of the LBIX Shares in connection with the
Arrangement. Upon completion of the Arrangement, holders of
Liquid common shares (the “Liquid Shares”) will
receive, for each Liquid Share held, 0.5741 of an LBIX Share
(assuming no consolidation) and the Company will own 100% of the
Liquid Shares. As indicated by the Circular, the boards of
directors for both companies unanimously recommend the approval of
the resolutions relating to the Arrangement.
Following completion of the Arrangement, on a
partially diluted basis assuming only the exercise of all of the
outstanding warrants of Liquid (the “Liquid
Warrants”), Shareholders will own approximately 25.8% of
the common shares of the combined company and former Liquid
shareholders will own approximately 74.2% of the common shares of
the combined company. On a non-diluted basis, which assumes that no
Liquid Warrants or Company stock options are exercised,
Shareholders will own approximately 30.4% of the common shares of
the combined company and former Liquid shareholders will own
approximately 69.6% of the common shares of the combined company
following completion of the Arrangement.
Shareholders as of the record date of June 4,
2018, will receive proxy voting materials in advance and have the
right to vote by proxy or in person at the Meeting to be held on
July 11, 2018 at 10:00 a.m. (Vancouver time) at the offices of
DuMoulin Black LLP, counsel to the Company, 10th Floor, 595 Howe
Street, Vancouver, British Columbia.
The LBIX Shares currently trade on NASDAQ under
the symbol “LBIX”. The Company has applied to NASDAQ to list the
LBIX Shares issuable under the Arrangement; however, in order for
the Company to maintain its NASDAQ listing, on or before July 23,
2018, it must submit an application for the listing of the
post-Arrangement entity on NASDAQ, satisfy all applicable initial
listing standards at the time of the business combination, and
otherwise obtain NASDAQ’s approval to list the securities of the
post-Arrangement entity on NASDAQ. The Company believes that upon
closing the post-Arrangement entity will satisfy all applicable
requirements for initial listing on NASDAQ. If the Company is
unable to complete the Arrangement or, if the Company is able to
complete the Arrangement but the combined company does not satisfy
all criteria for initial listing on NASDAQ, then the Company would
be subject to delisting from NASDAQ.
Shareholders will be receiving the Meeting
Materials in the mail. The Meeting Materials include the Circular
that contains, among other things, details concerning the
Arrangement, the reasons for and benefits of the Arrangement, the
risks associated with the Arrangement, the requirements for the
Arrangement to become effective, the procedure for voting either in
advance of or at the Meeting, and other related matters.
Shareholders are urged to carefully review the Circular and
accompanying materials as they contain important information
regarding the Arrangement.
Assuming a successful shareholder vote and
satisfaction of the other conditions required for the Arrangement,
including regulatory approvals and approval by Liquid’s
shareholders, closing is expected to occur in late July of
2018.
The board of directors of the Company
UNANIMOUSLY recommends that Shareholders vote IN FAVOUR of the LBIX
Transaction Resolution and LBIX Consolidation Resolution (as such
terms are defined and further described in the
Circular).
Your vote is important regardless of how many
LBIX Shares you own. The Company encourages Shareholders to read
the Meeting Materials in detail.
About Liquid Media Group
Liquid is aggregating mature production service
companies into a vertically integrated global studio producing
content for all platforms including feature film, TV, video gaming
and VR through its network of shared services. Further information
about Liquid is available under its profile on the SEDAR website
www.sedar.com.
Forward Looking Statements
Certain information contained in this press
release includes forward-looking statements, including information
concerning the Arrangement. Words such as "believe", "expect,"
"will," or comparable terms, are intended to identify
forward-looking statements concerning the Company’s expectations,
beliefs, intentions, plans, objectives, future events or
performance and other developments. All forward-looking statements
included in this press release are based on information available
to the Company on the date hereof. Such statements speak only as of
the date hereof. Important factors that could cause actual results
to differ materially from the Company’s estimations and projections
are disclosed in the Company’s securities filings and include, but
are not limited to, the following: general economic conditions,
failure to obtain regulatory or shareholder approval and/or
satisfaction of conditions pursuant to the Arrangement, economic
uncertainties (including currency exchange rates), government
regulation, managing and maintaining growth, the effect of adverse
publicity, litigation, competition and other risk factors described
from time to time in securities reports filed by Leading Brands,
Inc. There can be no assurance that the Arrangement will be
completed as proposed or at all. For all such forward-looking
statements, we claim the safe harbor for forward looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995.
This news release is available
at www.LBIX.com
CONTACT:Leading Brands,
Inc.
Tel: (604)
685-5200
Email: info@LBIX.com
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