Cresco Labs Announces Transfers of Super Voting Shares to Certain Directors
Cresco Labs Inc. announces the transfer of Super Voting Shares among directors, enhancing balance and voting power within the company.
02/09/2024 - 04:40 PM
CHICAGO --(BUSINESS WIRE)--
Cresco Labs Inc. (CSE:CL) (OTCQX:CRLBF) (FSE: 6CQ) (“Cresco Labs ” or the “Company ”), the industry leader in branded cannabis products with a portfolio of America’s most popular brands and the operator of Sunnyside dispensaries, announced today that as part of a transfer of Super Voting Shares by both a current and former director of the Company: (a) Thomas J. Manning has acquired from Dominic Sergi 100,000 Super Voting Shares and from Charles Bachtell 33,760 Super Voting Shares in its capital; and (b) Robert M. Sampson has acquired from Charles Bachtell 33,308 Super Voting Shares in its capital. Each purchase and sale of Super Voting Shares described herein was completed for aggregate consideration of US$1.00 and the transfers result in a more balanced distribution of Super Voting Shares among the holders. Super Voting Shares carry enhanced voting power but have no economic rights.
After giving effect to the transactions described above, Mr. Bachtell owns or controls, directly or directly, (a) 132,932 Super Voting Shares (representing approximately 26.59% of the outstanding Super Voting Shares) and (b) voting securities of the Company representing approximately 19.94% of the votes attaching to all classes of outstanding shares of the Company. The Super Voting Shares transferred by Mr. Bachtell to Mr. Manning and Mr. Sampson form part of Super Voting Shares he acquired from a former director and officer of the Company following his separation from the Company.
After giving effect to the transactions described above, Mr. Manning owns or controls, directly or directly, (a) 133,760 Super Voting Shares (representing approximately 26.75% of the outstanding Super Voting Shares) and (b) voting securities of the Company representing approximately 19.93% of the votes attaching to all classes of outstanding shares of the Company. Mr. Manning is the current Chair, former Executive Chair and a director of the Company since its public listing and has decided to acquire the Super Voting Shares commensurate with his role in the Company.
After giving effect to the transactions described above, Mr. Sampson owns or controls, directly or directly, (a) 133,308 Super Voting Shares (representing approximately 26.66% of the outstanding Super Voting Shares) and (b) voting securities of the Company representing approximately 19.93% of the votes attaching to all classes of outstanding shares of the Company.
After giving effect to the transactions described above, Mr. Sergi does not own or control, directly or directly, any outstanding Super Voting Shares. Mr. Sergi decided to transfer his Super Voting Shares as he is no longer on the Company’s board of directors.
Mr. Bachtell, Mr. Manning, Mr. Sampson and Mr. Sergi have advised the Company that they may, subject to market conditions, seek to increase or decrease their respective investments, directly or indirectly in the Company through the market, privately or otherwise, depending on market conditions or any other relevant factors.
The transfers described above were effected in accordance with the Company’s articles. In addition to certain other redemption triggers set out in the articles, the investment agreement entered into among the holders of the Super Voting Shares provides that the Super Voting Shares will be repurchased by the Company not later than the first business day following the first annual meeting of shareholders of the Company after its Subordinate Voting Shares become listed on a United States national securities exchange, and the articles provide that any Super Voting Shares repurchased by the Company shall be cancelled and may not be reissued.
This news release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the filing of an early warning report by each of Mr. Bachtell, Mr. Sergi, Mr. Manning and Mr. Sampson (collectively, the “Early Warning Reports ”). Copies of the Early Warning Reports will be available on SEDAR+ under the Company’s profile at www.sedarplus.ca and can also be obtained by contacting Jason Erkes, Chief Communications Officer of the Company at press@crescolabs.com . Please refer to the Early Warning Reports for further details concerning Mr. Bachtell’s, Mr. Sergi’s, Mr. Manning’s and Mr. Sampson’s shareholdings in the Company.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240209043625/en/
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Source: Cresco Labs
The transfer aims to create a more balanced distribution of Super Voting Shares among holders, enhancing voting power within the company.
Thomas J. Manning acquired shares from Dominic Sergi and Charles Bachtell, while Robert M. Sampson acquired shares from Charles Bachtell.
After the transactions, Mr. Manning, Mr. Sampson, and Mr. Bachtell own approximately 26.75%, 26.66%, and 26.59% of the outstanding Super Voting Shares respectively.
Mr. Sergi transferred his shares as he is no longer on the Company's board of directors.
The investment agreement states that the shares will be repurchased by the Company after its Subordinate Voting Shares are listed on a US national securities exchange.
