BR Brands and Dixie Announce Execution of Definitive Agreement

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GREENWICH, CT and DENVER, CO, April 22, 2020 /CNW/ – PRESS RELEASE – Today, BR Brands LLC, a house of brands within the legal cannabis sector, and Dixie Brands Inc., one of the legal cannabis industry’s most recognized consumer packaged goods companies, have entered into a definitive agreement to complete their previously disclosed business combination, pursuant to which Dixie will indirectly acquire from BR Brands all of the outstanding voting shares of Mary’s Brands, the creator of such brands as Mary’s Medicinals, Mary’s Methods, Mary’s Nutritionals and Mary’s Tails, and certain other assets of BR Brands, including securities of Edgewater Foods, Inc. and Lost County, Inc. The transaction is expected to close in the third quarter of 2020, subject to satisfaction of all closing conditions, including receipt of required Dixie shareholder and regulatory approvals.

Following completion of the transaction, BR Brands will own and control approximately 80% of the outstanding voting shares of Dixie, with existing Dixie shareholders holding the balance of the outstanding voting shares. The non-participating voting shares of Dixie will be redeemed as part of the transaction. Subject to the satisfaction of all applicable listing requirements, it is the intention of the parties that the  voting shares of Dixie will, following completion of the transaction, continue to be listed and posted for trading on the Canadian Securities Exchange as a single class.

The combination will strengthen the balance sheet of the combined entity and is expected to drive upside synergies as well as operational efficiencies, providing long-term, stable growth for shareholders and a best-in-class product portfolio for consumers across the globe.

« Through the combination of BR Brands and Dixie, the resulting entity will represent a dominant platform and preeminent house of brands within the global cannabis consumer packaged goods sector. Combined, the company will boast an unrivaled product offering across one of the largest THC geographic footprints, representing more than 200 SKUs across 10 states and Puerto Rico, » said BR Brands Chairman Andrew Schweibold. « It is a challenging economic environment, however the legal cannabis industry continues to thrive and the power of our product portfolio, intellectual property and team position the company to capitalize on the underlying cannabis macro trends and drive value to our stakeholders as the industry continues to mature and consolidate. »

Alongside the progression of deal documentation, BR Brands and Dixie have initiated key integration initiatives across both companies’ portfolios to drive early synergies for existing stakeholders. Current integration efforts are focused on sales, distribution, operations and manufacturing in key states. Beginning with California, significant progress has been made to create a fully integrated sales team and optimize commercial efficiencies via shared distribution capabilities and procurement practices. Plans to combine production operations in California are also underway. Additionally, the combined team is turning its attention to replicating these efforts in other states, including Colorado and Michigan.

« The transaction is progressing ahead of schedule, and we are already beginning to see the assets come together. They will be managed against the same principles, best practices and standard operating procedures that have successfully guided the two companies individually, » said Chuck Smith, President and Chief Executive Officer of Dixie. « Our goal is to build a platform for product innovation, manufacturing, marketing, sales and distribution excellence – for both existing brands and new partners as we continue to grow through acquisition. »

The combination of BR Brands and Dixie brings together a portfolio of established and differentiated brands that touch nearly every product segment including edibles, sublinguals, beverages, topicals and inhalables. With more than 200 SKUs, the combined entity’s product portfolio is unmatched in the industry and caters to the medicinal and adult-use THC, human CBD and pet/veterinarian cannabis verticals.

On completion of the transaction, the board of directors of the combined business will be comprised of three nominees of BR Brands and two nominees of Dixie. Chuck Smith will remain the President and Chief Executive Officer and Andrew Schweibold of BR Brands will serve as Chairman of the Board.

Additional terms of the Transaction are disclosed in Dixie’s March 9, 2020 press release. The transaction constitutes a « fundamental change » of Dixie under the policies of the Canadian Securities Exchange and therefore requires approval by the shareholders of Dixie. It is anticipated that an online and physical meeting of shareholders of Dixie will be scheduled for late-June to approve the transaction. An information circular describing the Transaction in more detail will be mailed to Dixie shareholders in advance of the meeting.

Certain directors and officers of Dixie have entered into voting and support agreements pursuant to which they have agreed, among other things, to vote in favor of the transaction.

The board of directors of Dixie has unanimously approved the transaction and recommends that shareholders of Dixie vote in favor of the resolution to approve the transaction. As part of its diligent review and consideration of the transaction, the Dixie Board obtained a fairness opinion from AltaCorp. Capital Inc., stating that, as of the date of the opinion, and subject to the assumptions, limitations and qualifications contained in the AltaCorp Fairness Opinion, the consideration to be paid by Dixie pursuant to the Transaction is fair, from a financial point of view, to Dixie.

Dixie also announces that it has granted 14,198,926 restricted subordinate voting shares to certain non-executive employees and 597,222 restricted subordinate voting shares to certain directors, in each case at a price of $0.36 per share, pursuant to the terms of Dixie’s 2019 Long-Term Incentive Plan. The restricted shares issued to non-executive employees will vest on Jan. 1, 2021 and the remaining restricted shares vest immediately upon grant and are otherwise subject to the terms of the plan. Further information regarding the plan can be found in the information circular of Dixie dated May 17, 2019, a copy of which is available at www.sedar.com.

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