Aleafia Health completes acquisition of Emblem

On March 14, 2019, Aleafia Health Inc. (TSX: ALEF) completed its acquisition of Emblem Corp. (TSXV: EMC) by way of a plan of arrangement under the provisions of the Canada Business Corporations Act in an all share transaction valued at approximately $172.3 million at the time of the deal’s announcement. Pursuant to the arrangement, Aleafia acquired all of the common shares of Emblem, to form a new wholly-owned subsidiary continuing as “Emblem Corp.” Following the transaction, Aleafia graduated from the TSX Venture Exchange and commenced trading on the Toronto Stock Exchange.

Aleafia, based in Concord, Ont., is a leading, vertically integrated cannabis health and wellness company. Following closing of the transaction, Aleafia owns three major cannabis product & cultivation facilities, operates the largest national network of medical cannabis clinics and education centres and maintains a medical cannabis dataset with over 10 million data points to inform proprietary illness specific product development and treatment best practices.

Emblem, based in Toronto, is a fully integrated cannabis company. Through its wholly-owned subsidiary Emblem Cannabis Corporation, Emblem is licensed to cultivate, process, and sell cannabis and cannabis derivatives in Canada under the Cannabis Act. Emblem’s state-of-the-art indoor cannabis cultivation facility and Product Innovation Centre is located in Paris, Ont.. Emblem is also the parent company of GrowWise Health Limited, one of Canada’s leading cannabis education services.

Aleafia was represented internally by Geoff Cowper-Smith, General Counsel. Gowling WLG (Canada) LLP advised Aleafia with a team led by Jason Saltzman, and included Kathleen Ritchie, Marek Lorenc, Joseph McDonald and Stephen Franchetto (Corporate/Securities/M&A), Michael Watson (Advocacy), Paul Carenza (Tax) and Ian Macdonald (Competition).

Emblem was represented internally by Karyn Sullivan, General Counsel. Dentons Canada LLP advised Emblem with a team led by Michael Sabusco, and included Eric Foster, Todd Melchior, Benjamin Iscoe, Mike Malecki and Suraj Rammohan (Corporate/Securities/M&A), Matthew Fleming and Thomas Wilson (Advocacy), Mark Jadd (Tax) and Sandy Walker (Competition).

Blake, Cassels & Graydon LLP acted as advisors to the Special Committee of Emblem with a team led by Michael Hickey (Corporate/M&A), and included Ryan Morris (Advocacy) and Paul Stepak (Tax).