Evolving Cannabis Industry Potential and Constellation Investment Overview
The Transaction
Acquisition of
Shares and
Warrants¹
Other Key
Terms
CANOPY GROWTH
Constellation
Brands
CORPORATION
Pro Forma
Tranche
Expiry Date
Shares
Price
Premium²
CAD / USD³
Ownership¹
Today
18.9mm
~8%
New Shares
104.5mm
C$48.60
38%
C$5.1bn $3.9bn
~35%
Existing Warrants
Apr-2020
18.9mm
C$12.98
C$245mm $187mm
~38%
Tranche A Warrants 3 Years After Closing
88.5mm
C$50.40
43%
C$4.5bn $3.4bn
/
~50%
Tranche B Warrants 3 Years After Closing
51.3mm
VWAP4
>50%
Board Structure
Constellation will have the right to nominate 4 out of 7 directors to Canopy's Board
Commercial Considerations
"
Constellation commits to Canopy as its sole cannabis platform & agrees not to participate in the cannabis category otherwise
Existing commercialization agreement for non-alcoholic beverages is terminated
Current Canopy management is retained to lead the company
■
Constellation to provide other support services through a Master Services Agreement
'Reflects fully diluted shares outstanding. Convertible debenture of C$600mm is not included in fully diluted shares outstanding and assumed to be cash settled.² Premium to Canopy's five day VWAP on the TSX as of August 14, 2018 close.³ CAD/USD
exchange rate of 0.764 as of 10-Aug-2018. Five day VWAP of Canopy common shares on the TSX immediately prior to exercise.
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