Approves spin-out of clinics business to Field Trip Health & Wellness Ltd., pending final court approval and additional customary closing conditions
TORONTO, June 27, 2022 (GLOBE NEWSWIRE) -- Field Trip Health Ltd. (TSX: FTRP, FTRP.WT, Nasdaq: FTRP) ("Field Trip" or "Corporation"), a global leader in the development and delivery of psychedelic therapies, today announced that on June 27, 2022, its shareholders approved both the Arrangement Resolution, the Concurrent Financing Resolution and the SpinCo Incentive Plan Resolution (each as defined in the Circular (each as defined below)) at its special meeting of shareholders (the "Meeting"), thereby approving the previously announced spin-out of its clinics business to Field Trip Health & Wellness Ltd. (“Field Trip H&W”) by way of a plan of arrangement (the "Arrangement"). A total of 47.25% of the issued and outstanding common shares of the Corporation were represented either in person or by proxy at the Meeting. Closing of the Arrangement remains subject to a number of conditions, including final court approval scheduled for Wednesday, June 29, 2022, and other regulatory approvals.
On a vote by ballot, the following three resolutions were approved, with shares represented at the Meeting voting as follows:
RESOLUTION
FOR
AGAINST
#
%
#
%
Arrangement Resolution(1)
27,434,568
99.85
39,880
0.15
Concurrent Financing Resolution(2)
25,098,140
99.82
45,131
0.18
SpinCo Incentive Plan Resolution
27,282,965
99.30
191,483
0.70
Concurrent with closing of the Arrangement, Field Trip H&W is expected to complete a series of private placement financings for gross proceeds of up to $23,740,000, led by Oasis Management Company and Field Trip. On June 14, 2022, Field Trip announced that it will increase its initial investment in Field Trip H&W from $5.0 million to $9.8 million for a 21.79% equity interest in Field Trip H&W immediately following closing of the Transaction.
Pursuant to the terms of the Arrangement, each share of the Corporation will be exchanged for one common share of the Corporation (to be renamed "Reunion Neuroscience Inc." on consummation of the Arrangement) and approximately 0.86 common shares of Field Trip H&W. Following the Arrangement, the Corporation will remain listed on the NASDAQ Stock Market and Toronto Stock Exchange, and Field Trip H&W, subject to exchange approval, will list on the TSX Venture Exchange.
Field Trip will be seeking final court approval in respect of the Arrangement on Wednesday, June 29, 2022 at 10:00 am before the Ontario Superior Court of Justice (Commercial List) via videoconference due to the COVID-19 pandemic. Interested parties are entitled to appear at the hearing and make submissions. To appear at the hearing and make submissions, the requirements set out in Field Trip’s management information circular dated May 20, 2022 and the supplement related thereto dated June 14, 2022 (collectively, the "Circular"), which is available under the Corporation's profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov as well as at: Field Trip Health Ltd. - Governance Documents (https://www.meetfieldtrip.com/governance/governance-documents/default.aspx) must be followed. Please refer to the Circular in its entirety for further information.
About Field Trip Health Ltd.
Field Trip is a global leader in the development and delivery of psychedelic therapies. With our Field Trip Discovery division leading the development of the next generation of psychedelic molecules and conducting advanced research on plant-based psychedelics and our Field Trip Health division building centers for psychedelic therapies opening across North America and Europe along with the digital and technological tools that will enable massive scale, we help people in need with a simple, evidence-based way to heal and heighten engagement with the world.
Follow us on Twitter and Instagram: @fieldtriphealth.
To receive updates about Field Trip and to be added to the email distribution list please sign up here.
Cautionary Note Regarding Forward-Looking Information
This release includes forward-looking information (within the meaning of Canadian securities laws and within the meaning of the United States Private Securities Litigation Reform Act of 1995) regarding Field Trip and its business. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of Field Trip and are based on assumptions and subject to risks and uncertainties. Although the management of Field Trip believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies. Although Field Trip has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Field Trip does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Additional information relating to Field Trip, including its annual information form, can be located on the SEDAR website at www.sedar.com and on the EDGAR section of the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.
Neither the Toronto Stock Exchange, nor its Regulation Services Provider, have approved the contents of this release or accept responsibility for the adequacy or accuracy of this release.
1 Represents all common shares entitled to vote on the special resolution approving the Arrangement. To calculate Disinterested Shareholder approval, we excluded 7,236,830 common shares (26.34% of common shares who voted on the Arrangement Resolution) held by certain insiders who voted in support of the Arrangement Resolution, which results in a 99.80% approval. 2 As required by Section 607(e) of the TSX Company Manual, votes related to 2,331,177 common shares (8.48% of common shares who voted on the Concurrent Financing Resolution) held by certain participants in the Concurrent financing were excluded from this resolution.
