& HEALTH Creating a Global Market Leader in Cannabis Health & Wellness, Driving Shareholder Value through Synergies
LEGAL DISCLAIMER Cautionary statements regarding forward-looking information Certain statements herein relating to the Company constitute “forward looking statements”, within the meaning of applicable securities laws, including without limitation, statements regarding future estimates, business plans and/or objectives, sales programs, forecasts and projections, assumptions, expectations, and/or beliefs of future performance, are “forward-looking statements”. Such “forward-looking statements involve unknown risks and uncertainties that could cause actual and future events to differ materially from those anticipated in such statements. Forward- looking statements include, but are not limited to, statements with respect to commercial operations, including production and/or sales of marijuana, quantities of future marijuana production, anticipated revenues in connection with such sales, the overall projected size of the market, completion and/or expansion of production facilities, and other Information that is based on forecasts of future results, estimates of production not yet determinable, and other key management assumptions. Actual results may differ materially from those expressed or implied by such forward- looking statements and involve risk and uncertainties relating to the Company’s historical experience with regulatory changes, timeliness of government approvals for the granting of permits and licenses, changes in marijuana prices, actual operating performance of facilities , and other uninsured risks. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Contents are provided for general information purposes only and do not constitute an offer to sell or solicitation of an offer to buy any security in any jurisdiction 2 HEALTH Aleafia Health Inc. :: Confidential & Proprietary
Creating a Global Market Leader in Cannabis Health & HEALTH + Wellness, Driving Shareholder Value through Synergies Product Innovation Production & Supply High Margin Products Medical Non-Medical 30,000 sq. ft. dedicated Product Innovation Center with GMP certified lab Distribution Channels International Beachheads Canada’s Largest Clinic Network Provinces ~ 60,000 Individual Patients Seen Retailers Australia (1) Germany Consumer Experiences (Customers & Patients) New Marketplace Platform New Education Platform 3 HEALTH Aleafia Health Inc. :: Confidential & Proprietary (1) Pending closing of transaction
VERTICAL INTEGRATION WITH HORIZONTAL & GLOBAL DIVERSIFICATION Extraction & Testing, Research & Medical / Clinic Retail / Provincial Products Consumer Grow & Supply Formulation Development Distribution Distribution & Brands Experience • Funded 2019 available • Paris 30,000 sq. ft. state • Research studies for • Canada’s largest • Provincial orders from • Medical and non- • New Education Learning cannabis of 138,000 kg of the art facility sleep / sleep cannabis clinic network Saskatchewan, BC, medical flower, oils, Management System coming online over 2019 including 5,000 sq. ft. deprivation = 40 locations,~60,000 Ontario and Alberta and drops Platform • Annual production of formulation and • Research studies for patients seen to date plans to expand nation- • Metered dosages via • Online Medical Ordering 98,000 kg from Outdoor, analytical services lab genomics • ~12 million data points wide in 2019 sprays • New eCommerce Global Indoor and Greenhouse • GMP certification for • Exclusive CBD supply • Team of 100+ doctors • Delivered 100% of • Oil Capsules (10 mg Marketplace for Medical online over 2019 export in Q3 2019 agreement for CPG and nurse practitioners provincial supply strengths) and Non-Medical • Secured 5 year low-cost • License agreement for products with royalties • German Supply JV with commitments • Access to leading US • Global Clinical / Training wholesale supply metered dosage sprays • New high-margin access to 20,000 • Retail orders and brands via Serruya JV Platform to Scale IP agreements for 38,000 • Exclusive Canadian products in pipeline pharmacies engagement with F&F kg per year (182,500 kg) rights to oral sustained include beverages, • Coveted supply • Retail ownership/JVs • Secured leading edge release tablets edibles, vapes, topicals agreement with with One Plant & genetics and starter and concentrates Shoppers Drug Mart Starbuds (via Compass) material 4 HEALTH Aleafia Health Inc. :: Confidential & Proprietary (1) All Figures Approximate
& HEALTH TRANSACTION HIGHLIGHTS
TRANSACTION SUMMARY Transaction • Aleafia to acquire all of the issued and outstanding shares of Emblem by way of a court approved Plan of Arrangement, subject Structure to court approval, shareholder approval and TSX:V approval among other conditions • Each Emblem share will be exchanged for such number of common shares of Aleafia Consideration o Represents share consideration of 0.8377 for each Emblem share and a 27.0% premium to Emblem’s closing price Implied equity value of ~$173.2 million • Pro Forma • 59% Aleafia / 41% Emblem (as at date of arrangement agreement) Ownership • Special meeting of Emblem shareholders expected to occur and closing of the transaction thereafter is expected following Timing receipt of all required regulatory approvals and satisfaction of other customary closing conditions 6 HEALTH Aleafia Health Inc. :: Confidential & Proprietary
TRANSACTION HIGHLIGHTS :: Combination Creates Medical Cannabis Leader with Renowned National Brands, Robust Footprint in Value-added Products and International Growth Opportunities • Scale matters: leading licensed producers command premium valuations • Significantly expanded production and operational capacity enables the pro forma company to access a lower cost of capital Strong Market Position • Improved platform to leverage international expansion into new markets • Combined management expertise to leverage best practices • Pro-forma entity would be a top LP in Canada in terms of planned production capacity with leading access to supply creating significant scale for growth Fully Integrated • Expansion into higher-margin, value-added product development Market Leader • State-of-the-art facilities across Ontario with planned GMP formulation & manufacturing • Combination of Canabo and GrowWise Health creates the largest national clinic network with 40 locations, 60,000 individual patients seen Global Distribution Platform • Significant supply agreements across 4 Canadian provinces covering 67% of national population, 2 national retail chains, emerging retail platform in Ontario, and national pharmacies in Canada and Germany with growth opportunities in Europe and Australia • Low-cost production capacity to supply high-margin product portfolio of oils, capsules, oral sprays, sustained release oral tablets and Focus on High- CBD-infused health & wellness products Margin, Value-Added Products • Branded product innovation for quality beverages, edibles, vape pens, topicals and concentrates 7 HEALTH Aleafia Health Inc. :: Confidential & Proprietary
& HEALTH VIEW FORWARD
TOGETHER, A LEADING CANNABIS COMPANY Strong Growth in Planned Annual Capacity Leading Producers Mid-Tier Producers Other Producers (in thousands of kgs) Mackie Research December 11, 2018 750.0 550.0 Guaranteed Access to Supply in a Market Facing Shortages 255.0 156.0 138.0 117.2 113.0 108.0 98.0 95.0 75.0 62.9 57.0 50.0 50.0 50.0 (1) 40.0 37.0 17.6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 The Pro Forma Company will have a strong production profile with a leading access to supply, enabling significant scale to leverage global opportunities 9 HEALTH Aleafia Health Inc. :: Confidential & Proprietary (1) Includes Secured Wholesale Supply Agreements (2) All figures approximate
MARKET CAPITALIZATION :: SIZE MATTERS CAD Millions December 18, 2018 $14,867.0 Leading Cannabis Companies Command Premium Valuations, Have Greater Access to Capital and Improved Liquidity $7,768.9 $3,381.0 $1,970.7 $1,185.2 $774.9 $757.2 $667.4 $436.1 $422.5 $374.0 $249.3 $233.7 $215.6 $198.6 $136.4 $130.0 $97.0 $91.6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 10 HEALTH Aleafia Health Inc. :: Confidential & Proprietary
Recommend
More recommend