Hexo is set to be acquired by Tilray. The Arrangement is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). The consummation of the Arrangement is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least 66⅔% of votes cast by the HEXO Shareholders at a special meeting of HEXO Shareholders; (ii) the approval of a simple majority of the votes cast by HEXO Shareholders at such meeting, excluding certain related or interested parties, whose votes may not be included in determining minority approval of a business combination under MI 61-101; (iii) certain regulatory approvals; (iv) court approval; and (v) the satisfaction or waiver of other conditions precedent under the Arrangement Agreement. The Company expects to hold the special meeting of HEXO Shareholders (the “Meeting”) for them to consider and vote on the Arrangement before June 22, 2023. If approved at the Meeting, the Arrangement is expected to close shortly thereafter, subject to regulatory approvals, approval of the court, and other customary closing conditions.
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