VANCOUVER, British Columbia, June 13, 2018 (GLOBE NEWSWIRE) -- Leading Brands, Inc. (NASDAQ:LBIX) (the “Company”), is pleased to announce the mailing of materials for a special meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) for the previously announced plan of arrangement (the “Arrangement”) with Liquid Media Group Ltd. ("Liquid"). The joint information circular dated June 8, 2018 (the “Circular”), form of proxy and voting information form (collectively, the “Meeting Materials”) are also available for download on SEDAR (www.sedar.com).
At the Meeting, Shareholders will be asked to consider and vote on the issuance of common shares of the Company (“LBIX Shares”), amendment of the Company’s shareholder rights plan and authorization of the directors to approve a consolidation of the LBIX Shares in connection with the Arrangement. Upon completion of the Arrangement, holders of Liquid common shares (the “Liquid Shares”) will receive, for each Liquid Share held, 0.5741 of an LBIX Share (assuming no consolidation) and the Company will own 100% of the Liquid Shares. As indicated by the Circular, the boards of directors for both companies unanimously recommend the approval of the resolutions relating to the Arrangement.
Following completion of the Arrangement, on a partially diluted basis assuming only the exercise of all of the outstanding warrants of Liquid (the “Liquid Warrants”), Shareholders will own approximately 25.8% of the common shares of the combined company and former Liquid shareholders will own approximately 74.2% of the common shares of the combined company. On a non-diluted basis, which assumes that no Liquid Warrants or Company stock options are exercised, Shareholders will own approximately 30.4% of the common shares of the combined company and former Liquid shareholders will own approximately 69.6% of the common shares of the combined company following completion of the Arrangement.
Shareholders as of the record date of June 4, 2018, will receive proxy voting materials in advance and have the right to vote by proxy or in person at the Meeting to be held on July 11, 2018 at 10:00 a.m. (Vancouver time) at the offices of DuMoulin Black LLP, counsel to the Company, 10th Floor, 595 Howe Street, Vancouver, British Columbia.
The LBIX Shares currently trade on NASDAQ under the symbol “LBIX”. The Company has applied to NASDAQ to list the LBIX Shares issuable under the Arrangement; however, in order for the Company to maintain its NASDAQ listing, on or before July 23, 2018, it must submit an application for the listing of the post-Arrangement entity on NASDAQ, satisfy all applicable initial listing standards at the time of the business combination, and otherwise obtain NASDAQ’s approval to list the securities of the post-Arrangement entity on NASDAQ. The Company believes that upon closing the post-Arrangement entity will satisfy all applicable requirements for initial listing on NASDAQ. If the Company is unable to complete the Arrangement or, if the Company is able to complete the Arrangement but the combined company does not satisfy all criteria for initial listing on NASDAQ, then the Company would be subject to delisting from NASDAQ.
Shareholders will be receiving the Meeting Materials in the mail. The Meeting Materials include the Circular that contains, among other things, details concerning the Arrangement, the reasons for and benefits of the Arrangement, the risks associated with the Arrangement, the requirements for the Arrangement to become effective, the procedure for voting either in advance of or at the Meeting, and other related matters. Shareholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement.
Assuming a successful shareholder vote and satisfaction of the other conditions required for the Arrangement, including regulatory approvals and approval by Liquid’s shareholders, closing is expected to occur in late July of 2018.
The board of directors of the Company UNANIMOUSLY recommends that Shareholders vote IN FAVOUR of the LBIX Transaction Resolution and LBIX Consolidation Resolution (as such terms are defined and further described in the Circular).
Your vote is important regardless of how many LBIX Shares you own. The Company encourages Shareholders to read the Meeting Materials in detail.
About Liquid Media Group
Liquid is aggregating mature production service companies into a vertically integrated global studio producing content for all platforms including feature film, TV, video gaming and VR through its network of shared services. Further information about Liquid is available under its profile on the SEDAR website www.sedar.com.
Forward Looking Statements
Certain information contained in this press release includes forward-looking statements, including information concerning the Arrangement. Words such as "believe", "expect," "will," or comparable terms, are intended to identify forward-looking statements concerning the Company’s expectations, beliefs, intentions, plans, objectives, future events or performance and other developments. All forward-looking statements included in this press release are based on information available to the Company on the date hereof. Such statements speak only as of the date hereof. Important factors that could cause actual results to differ materially from the Company’s estimations and projections are disclosed in the Company’s securities filings and include, but are not limited to, the following: general economic conditions, failure to obtain regulatory or shareholder approval and/or satisfaction of conditions pursuant to the Arrangement, economic uncertainties (including currency exchange rates), government regulation, managing and maintaining growth, the effect of adverse publicity, litigation, competition and other risk factors described from time to time in securities reports filed by Leading Brands, Inc. There can be no assurance that the Arrangement will be completed as proposed or at all. For all such forward-looking statements, we claim the safe harbor for forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
This news release is available at www.LBIX.com
CONTACT:
Leading Brands, Inc.
Tel: (604) 685-5200
Email: info@LBIX.com