Wayland Group Enters into a Letter to Sell 49.9% of International Business to International Cannabis Corp.
TORONTO, ON, January 15, 2019 – Wayland Group (CSE:WAYL) (FRANKFURT: 75M) (OTCQB:MRRCF) (“Wayland” or the “Company”) is pleased to announce that, pursuant to the Company’s previously announced strategic review, it has entered into a Letter (“Letter”) to sell 49.9% of the Company’s international portfolio of assets to International Cannabis Corp (“ICC”). Wayland will receive 300,000,000 shares of ICC that trade under the symbol WRLD.U on the Canadian Securities Exchange, at a deemed price of USD $0.43 (the “Issue Price”). Based on the Issue Price, once complete this transaction will value Wayland’s international business at approximately USD$258,000,000.
Additional Transaction Details
• Wayland will sign a three-year supply agreement with ICC that will supply ICC with 10,000kg of EU-GMP certified product per year, for a total of 30,000kg during the term
• The combined companies will have a presence in twelve countries over four continents with annual production capacity of 740,000kg
• Wayland and ICC will collaborate to develop an expedited plan for the complete integration of Wayland’s experienced operations team into the ISS’s existing operations
• ICC will gain access to Wayland’s German advisory board to help with production and distribution strategies, branding campaigns, as well as the continued penetration of new cannabis and CBD markets and verticals through Cosmos Holdings
• Wayland’s international business will now be held in a subsidiary which will initially be owned by Wayland and ICC
• ICC shares will not be distributed to Wayland shareholders for a period of not less than six months from the closing date of the transaction.
This transformational event for Wayland shareholders affords them the opportunity to unlock the value in the combined company’s international portfolio. Based on yesterday’s closing price of Wayland, this transaction will value the international assets at a 19.2% premium to the current market value of Wayland’s entire global business and a 48.9% premium to the 20-day VWAP (volume-weighted average price). The current intention is to spin out the new subsidiary to WAYL shareholders at the appropriate time after the six-month holding period.
Subject to developments in the strategic review, the Company will continue to operate its Canadian business supplying its current medical patient base and the Canadian Provinces. Wayland’s state-of-the-art, purpose-built cannabis production facility will be fully operational in 2019. This facility, in partnership with Rockwell Automation, will set the standard for reliable, high quality cannabis production on a mass scale.
“In partnership with ICC, Wayland and our shareholders have created an unparalleled platform to address the ever-expanding global legalization of medical cannabis. With this transaction, we now have combined operations in countries with a total population of just over 390 million people and access to international markets that exceed a billion people. This transaction ascribes value to our international assets that is in line with our expectations as the value of our international assets is now greater that the entire company’s present market capitalization. We are working to fully integrate our international operations with ICC by appointing our management team to cover all aspects of the value chain, including medical plant production, extraction, active pharmaceutical ingredient isolation, finished dose manufacturing, and distribution. Morten, Bhupinder, and Josef will drive this business forward in the interim, achieving rapid growth in operational execution, as they have demonstrated in Germany and Switzerland to date.” Stated Wayland CEO, Ben Ward.
The transaction is expected to close on or around March 1, 2019 and is subject to certain regulatory approvals and other conditions, including due diligence being completed by ICC and Wayland, Wayland and ICC receiving a fairness opinion, and entering into a definitive agreement.
About Wayland Group
Wayland is a vertically integrated cultivator and processor of cannabis. The Company was founded in 2013 and is based in Burlington, Ontario, Canada and Munich, Germany, with production facilities in Langton, Ontario where it operates a cannabis cultivation, extraction, formulation, and distribution business under federal licenses from the Government of Canada. The Company also has production operations in Dresden, Saxony, Germany, Regensdorf, Switzerland and, Allesandria, Piedmont, Italy. Wayland will continue to pursue new opportunities globally, including the consummation of its previously announced transactions in the United Kingdom, Australia, Colombia, and Argentina, in its effort to enhance lives through cannabis.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
For more information about Wayland, please visit our website at www.waylandgroup.com
Contact Information:Investor Relations Graham Farrell VP, Communications Graham.Farrell@waylandgroup.com
Media Inquiries: email@example.com
Corporate Headquarters (Canada) Wayland Group Corp. (Toronto) 845 Harrington Court, Unit 3 Burlington Ontario L7N 3P3 Canada 289-288-6274
European Headquarters (Germany) MaricannGmbH c/o Wayland Max Joseph Str. 7 80333 Munich