Legal information
Forward-looking information
This website contains certain forward-looking statements and forward-looking information (collectively, "forward-looking statements"), including forward-looking statements within the meaning of the "safe harbor" provisions of applicable securities legislation, that are based on Organigram's and Aurora's current expectations, estimates, projections and assumptions in light of their experience and their perception of historical trends. In some cases, forward-looking statements can be identified by terminology such as "expects", "will", "would", "anticipates", "plans", "estimates", "develop", "intends", "potential", "continue", "could", "create", and similar expressions suggesting future events or future performance. Forward-looking statements are often, but not always, identified by such words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.
In particular, this website contains forward-looking statements, including certain financial outlooks, pertaining to, without limitation, the following: the Transaction; the anticipated closing date and the anticipated benefits of the Transaction to Organigram’s and Aurora's respective securityholders and stakeholders; the Consideration to be received by Aurora shareholders pursuant to the Transaction; the number of Organigram Shares and Preferred Shares to be issued in respect of the Private Placement; the terms of the Private Placement; Organigram’s shareholders’ level of ownership in the combined company following closing of the Transaction; Organigram’s ability to finance the Transaction, including by way of the Private Placement and through Organigram’s existing credit facility; the anticipated operational and strategic benefits of the Transaction; the expected size, cash flow, growth and capacity of the combined company; the respective aggregate shareholdings of Organigram and Aurora shareholders in the combined company following the completion of the Transaction; the anticipated risks and results of accepting the Hostile Bid; management of the combined company; the anticipated timing and the contents of mailing the joint information circular regarding the Transaction; the anticipated timing of the special meetings of the shareholders of Aurora and Organigram.
Forward-looking statements also include, without limitation, the inherent uncertainty associated with the financial and other projections contained in this website (including projections relating to revenue, enhanced liquidity and valuation) and the anticipated C$50 million in identified synergies resulting from the Transaction, including savings from cross-selling across Organigram’s and Aurora’s Canadian and international market, procurement scale, consolidated distribution, expenses and routing international demand across a combined company network.
These forward-looking statements are based on certain assumptions and analysis, including, among other things: the ability of the parties to satisfy the conditions to closing of the Transaction in a timely manner and substantially on the terms described in this website; that the Transaction will be completed in the timelines and on the terms currently anticipated; that the Transaction will receive the requisite shareholder approval at the special meetings of the shareholders of Organigram and Aurora; that Organigram shareholders will vote to approve the Private Placement at the special meeting of Organigram shareholders; that a significant number of Aurora Shares are not tendered to the Hostile Bid; that all necessary court, stock exchange and regulatory approvals will be obtained on the necessary terms and in a timely manner, including all necessary regulatory approvals in Germany; that Organigram will come to terms with BAT in respect of the Private Placement; that the conditions to closing the Private Placement and receipt of funding under Organigram’s existing credit facility will be satisfied within a reasonable period of time or at all; the availability of capital to fund future capital requirements; that the combined company's future results of operations will be consistent with past performance and management expectations in relation thereto; general assumptions respecting the business and operations of both Organigram and Aurora, including that each business will continue to operate in a manner consistent with past practice; that the anticipated C$50 million in run rate cost synergies will result in savings in respect of the combined company’s future operations; prevailing regulatory, tax and environmental laws and regulations; interest rates, tax rates and foreign exchange rates; future capital and other expenditures; future operating costs; that counterparties will comply with contracts in a timely manner; that there are no unforeseen events preventing the performance of contracts; the amount of any future liabilities from litigation and environmental incidents; and the impact of increasing competition on the combined company.
Although Organigram and Aurora believe the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to: the ability of the parties to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange and other third-party approvals, including but not limited to approval from the TSX and foreign direct investment clearance from the German Federal Ministry for Economic Affairs and Energy required to close the Transaction; the timing and outcome of any such regulatory review negatively impacting the Transaction; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; the failure to realize the anticipated benefits or $50 million in anticipated run rate cost synergies of the Transaction following closing due to integration issues or otherwise and expectations and assumptions concerning, among other things: customer demand for the combined company's products and services; interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; labour and material shortages; non-performance or default by counterparties to agreements which Organigram or one or more of its affiliates has entered into in respect of its business; the impact of competitive entities and pricing; reliance on key relationships and agreements; actions by governmental or regulatory authorities, including changes in tax laws and treatment; fluctuations in operating results; adverse general economic and market conditions in Canada, Germany and worldwide, including changes, or prolonged weaknesses, as applicable, in interest rates, foreign currency exchange rates, and overall industry activity levels; the political environment in North America and Europe, and public opinion; ability to access various sources of debt and equity capital; counterparty credit risk; technology and cyber security risks; natural catastrophes; and certain other risks detailed from time to time in Organigram's public disclosure documents available at www.sedarplus.ca, www.sec.gov and through Organigram's website at www.organigram.ca and in Aurora's public disclosure documents available at www.sedarplus.ca, www.sec.gov and through Aurora's website at www.auroramj.com. In addition, the closing of the Transaction may not be completed, or may be delayed if the parties' respective conditions to the closing of the Transaction, including the timely receipt of all necessary regulatory approvals, are not satisfied on the anticipated timelines or at all. Accordingly, there is a risk that the Transaction will not be completed within the anticipated time, on the terms currently proposed and disclosed in this website or at all.
This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this website speak only as of the date of this website. Neither Organigram nor Aurora undertakes any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this website are expressly qualified by this cautionary statement.
Non-IFRS financial measures
This website refers to adjusted EBITDA, which is a non-IFRS measure. This measure is not recognized under IFRS, does not have a standardized meaning and may not be comparable to similar measures presented by other issuers, or between Organigram and Aurora, and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. Organigram and Aurora calculate adjusted EBITDA differently: among other things, Organigram excludes research and development expenditures (net of depreciation), ERP implementation costs, transaction costs and provisions for expected credit losses, while Aurora excludes business development costs and business transformation costs and calculates adjusted EBITDA on a continuing operations basis. Definitions and reconciliations to the most directly comparable IFRS measures are contained in (i) Organigram's management's discussion and analysis for the three and nine months ended June 30, 2026 under "Cautionary Statement Regarding Certain Non-IFRS Measures" and "Financial Results and Review of Operations" and (ii) Aurora's management's discussion and analysis for the three months ended June 30, 2026 and for the year ended March 31, 2026 under "Cautionary Statement Regarding Certain Non-GAAP Performance Measures", each of which is available on SEDAR+ at www.sedarplus.ca and is incorporated by reference herein.
Combined LTM net revenue, combined LTM gross profit before fair value adjustments and combined LTM adjusted EBITDA of Organigram and Aurora for the twelve months ended June 30, 2026, and the combined medical and consumer revenue mix derived from combined LTM net revenue, presented in this website (collectively, the "Combined Figures") are non-IFRS measures (or, in the case of the revenue mix, supplementary financial measures) and are the unaudited arithmetic sum of the amounts reported by each company for its four fiscal quarters ended June 30, 2026 (being, for Organigram, the fourth quarter of fiscal 2025 and the first three quarters of fiscal 2026 and, for Aurora, the second, third and fourth quarters of fiscal 2026 and the first quarter of fiscal 2027). Net revenue and gross profit before fair value adjustments are derived from each company's financial statements, and adjusted EBITDA is calculated by each company using its own definition. The Combined Figures are not presented in the financial statements of either company, reflect each company's own accounting policies, definitions and revenue classifications, have not been adjusted to conform those policies, definitions or classifications, to give effect to the Transaction or to include the results of Sanity Group prior to its acquisition by Organigram on April 15, 2026, are not pro forma financial information prepared in accordance with applicable securities laws and are presented for illustrative purposes only. A reconciliation of the Combined Figures to each company's reported amounts, by quarter, is included in the appendix of the investor presentation.
Third-party and Aurora information
Information concerning Aurora has been derived from Aurora's public disclosure and information provided by Aurora, and market and industry data has been obtained from third-party sources and management estimates. Organigram has not independently verified such information and makes no representation as to its accuracy or completeness. Unless otherwise indicated, all dollar amounts are in Canadian dollars and figures may not sum due to rounding.
Trademarks
This website includes trademarks, trade names and brands of Organigram, Aurora and their respective subsidiaries, which are protected under applicable intellectual property laws and are the property of Organigram, Aurora or their respective subsidiaries, as applicable. Solely for convenience, these trademarks and trade names may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that their owners will not assert their rights to these trademarks and trade names to the fullest extent under applicable law. This website may also contain trademarks and trade names of third parties, which are the property of their respective owners. The use or display of third-party trademarks or trade names is not intended to, and does not, imply a relationship with, or an endorsement or sponsorship by or of, Organigram or Aurora.
U.S. securities law matters
The common shares of Organigram (the "Organigram Shares") to be issued to Aurora shareholders pursuant to the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States, and are expected to be issued in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and applicable state securities law exemptions. Section 3(a)(10) exempts from registration securities issued in exchange for outstanding securities or other property where, among other things, a court expressly authorized by law approves the fairness of the terms and conditions of the exchange after a hearing at which all persons to whom securities are proposed to be issued have the right to appear. Accordingly, the final order approving the Transaction, if granted by the court and provided the applicable requirements are satisfied, will constitute the basis for the exemption from registration under the U.S. Securities Act for the Organigram Shares issued pursuant to the Transaction.
The Organigram Shares received by Aurora shareholders upon completion of the Transaction may be resold without restriction under the U.S. Securities Act, except by persons who are "affiliates" of Organigram within the meaning of Rule 144 under the U.S. Securities Act at the time of resale or who have been affiliates within the preceding 90 days. Affiliates include persons who control, are controlled by, or are under common control with Organigram, and may include executive officers, directors and principal shareholders. Resales by such affiliates or former affiliates may require registration under the U.S. Securities Act unless an exemption is available. Shareholders who are affiliates of Organigram solely by virtue of their status as an officer or director may be able to resell their Organigram Shares outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act.
Terms
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