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Stantec announces first quarter 2019 results

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EDMONTON, Alberta & NEW YORK–(BUSINESS WIRE)–Stantec today announced its financial results for the quarter ended
March 31, 2019. “Our solid first-quarter performance reflects our
continued focus on organic and acquisition growth,” said Stantec
president and chief executive officer Gord Johnston. “We are
particularly pleased with the strong organic growth achieved in our
global business, which demonstrates the value of our growing geographic
reach and augments the diversity of our business mix.”

Effective January 1, 2019, Stantec adopted IFRS 16 Leases using
the modified retrospective approach and did not restate comparative
information.

Q1 2019 Highlights

After adoption of IFRS 16

  • Adjusted net income of $50.3 million or $0.45 on a diluted per share
    basis, increases of 5.0% and 7.1%, respectively, compared to Q1 18.
  • Net income of $44.9 million or $0.40 on a diluted per share basis,
    increases of 22.0% and 25.0%.
  • Gross and net revenue of $1,151.5 million and $904.1 million,
    respectively, reflecting growth of 12.7% and 11.8%, with increases
    across all geographies.
  • Organic net revenue growth of 2.5%, with growth in all geographies and
    business operating units, except Water, where growth was offset by the
    effect of a large recovery recognized in Q1 18.
  • Acquisition net revenue growth of 6.6% compared to Q1 18,
    predominately from the recent global acquisitions of Peter Brett
    Associates and Wood & Grieve Engineers (WGE).
  • Adjusted EBITDA of $127.1 million, representing 14.1% of net revenue.
  • EBITDA of $132.2 million, representing 14.6% of net revenue.
  • Contract backlog of $4.4 billion—a 5.6% increase from December 31,
    2018—representing 12 months of work.
  • Days sales outstanding (DSO) of 104 days (90 days including deferred
    revenue), an increase of one day from December 31, 2018. Reducing DSO
    continues to be a key focus for the Company.
  • Net debt to adjusted EBITDA of 2.0x—at the upper end of the Company’s
    internal guideline of 1.0x to 2.0x (post-IFRS 16 adoption) due to
    typically lower cash flows in Q1, funding the WGE acquisition,
    opportunistic share repurchases, and the impact of only one month’s
    EBITDA contribution from WGE.
  • On May 9, 2019, the Board of Directors declared a dividend of $0.145
    per share, payable on July 15, 2019, to shareholders on record on June
    28, 2019.

Excluding adoption of IFRS 16:

  • Adjusted net income and diluted earnings per share (EPS)—no
    significant impact.
  • Net income and diluted EPS—no significant impact.
  • Adjusted EBITDA of $91.6 million—a 2.3% increase from Q1 18,
    representing 10.1% of net revenue.
  • EBITDA of $96.7 million—an 11.3% increase from Q1 18, representing
    10.7% of net revenue.
  • Net debt to adjusted EBITDA of 2.67x.

Financial Summary

  Quarter Ended March 31
(In millions of Canadian dollars, except per share amounts)   2019

$

  2018

$

  Change

$

Gross revenue 1,151.5   1,021.3   130.2
Net revenue 904.1 808.8 95.3
EBITDA from continuing operations (1) 132.2 86.9 45.3
– Excluding IFRS 16 (1) 96.7 86.9 9.8
Net income from continuing operations 44.9 36.6 8.3
Net income from discontinued operations     0.2   (0.2)
Net income   44.9   36.8   8.1
 
Basic and diluted earnings per share (EPS) from continuing
operations
  0.40   0.32   0.08
Dividends declared per common share   0.1450   0.1375   0.0075
 
Continuing operations
Adjusted EBITDA (1) 127.1 89.5 37.6
– Excluding IFRS 16 (1) 91.6 89.5 2.1
Adjusted net income (1) 50.3 47.9 2.4
Adjusted EPS – basic and diluted (1)   0.45   0.42   0.03
(1) EBITDA, adjusted EBITDA, adjusted net income, and adjusted
basic and diluted EPS are non-IFRS measures (discussed in the
Definitions section of Stantec’s 2018 Annual Report and Q1 19
Management’s Discussion and Analysis).

Revised Annual Targets for 2019
The Company expects IFRS 16
will reduce 2019 net income by approximately $3.0 million and EPS by
$0.03 evenly over Q2 19 to Q4 19. Adoption of IFRS 16 resulted in
non-cash impacts to administrative and marketing expenses, depreciation
of leased assets, and net interest expense. As a result, the Company
updated its targets, previously provided in its 2018 Annual Report. The
Company revised its EBITDA and net income targets to adjusted EBITDA and
adjusted net income since it believes these measures better reflect its
underlying operations.

Measure  

Previously Published
2019 Target *

 

Revised 2019 Annual
Target

 

 

Q1 19 Results
Compared to Revised
2019
Annual Target

 

             
     
Gross margin as % of net revenue 53% to 55% No change 54.0%
Administrative and marketing expenses as % of net revenue 41% to 43% 37% to 39% 39.5%
EBITDA as % of net revenue (note) 11% to 13% withdrawn
Adjusted EBITDA as % of net revenue (note) 15% to 17% 14.1%
Net income as % of net revenue At or above 5.0% withdrawn
Adjusted net income as % of net revenue (note)       At or above 6.0%   5.6%
A complete list of 2019 targets is presented in the Financial
Targets section of Stantec’s Q1 2019 Management’s Discussion and
Analysis and in the Investors section of stantec.com.
(1) EBITDA, adjusted EBITDA, and adjusted net income, are
non-IFRS measures (discussed in the Definitions section of Stantec’s
2018 Annual Report and Q1 19 Management’s Discussion and Analysis).
* 2019 Target Range was previously published in Stantec’s 2018
Annual Report.

Q1 19 results are consistent with the Company’s expectations. Certain
measures are outside the targeted annual ranges due to the typical
slowdown in the first quarter related to winter weather conditions and
holiday schedules. This also occurs in the fourth quarter. The Company
is confident it will achieve its annual targets by the end of the fiscal
year.

Conference Call and Annual General Meeting of Shareholders

On Friday, May 10, 2019, at 7:00 AM MDT (9:00 AM EDT), Stantec’s first
quarter 2019 conference call and slideshow presentation will be
broadcast live and archived in their entirety in the Investors
section of stantec.com.
Those wishing to listen to the call can phone toll-free at
1-888-220-8451 (Canada and United States) or 1-647-484-0475
(international). Please provide confirmation code 3085729 when prompted.

Stantec’s Annual General Meeting of Shareholders will be held on Friday,
May 10, 2019, at 10:30 AM MDT (12:30 PM EDT) at Stantec Tower, 400-10220
103 Avenue NW, Edmonton, Alberta, Canada.

Investor Day

Stantec’s Investor Day will be held on Wednesday, June 12, 2019, at the
Stantec Tower in Edmonton, Alberta. Gord Johnston, CEO, and Theresa
Jang, CFO, will share details on the Company’s strategy and outlook.
Leaders of the Company’s business and regional operating units will
provide additional insight into Stantec’s growth opportunities.

About Stantec

Communities are fundamental. Whether around the corner or across the
globe, they provide a foundation, a sense of place and of belonging.
That’s why at Stantec, we always design with community in mind.

We care about the communities we serve—because they’re our
communities too. This allows us to assess what’s needed and connect our
expertise, to appreciate nuances and envision what’s never been
considered, to bring together diverse perspectives so we can collaborate
toward a shared success.

We’re designers, engineers, scientists, and project managers,
innovating together at the intersection of community, creativity, and
client relationships. Balancing these priorities results in projects
that advance the quality of life in communities across the globe.

Stantec trades on the TSX and the NYSE under the symbol STN. Visit us
at stantec.com or find us on social media.

Cautionary Statements

Stantec’s EBITDA, adjusted EBITDA, adjusted net income, adjusted
basic and diluted earnings per share, and days sales outstanding are
non-IFRS measures. For a definition and explanation of non-IFRS
measures, refer to the Critical Accounting Estimates, Developments, and
Measures section of the Company’s 2018 Annual Report or the Q1 2019
Management’s Discussion & Analysis.

Certain statements contained in this news release constitute
forward-looking statements. Forward-looking statements in this news
release include, but are not limited to, statements relating to the
Company’s focus on reducing DSO, and updated guidance relating to
Stantec’s 2019 financial targets. Any such statements represent the
views of management only as of the date hereof and are presented for the
purpose of assisting the Company’s shareholders in understanding
Stantec’s operations, objectives, priorities, and anticipated financial
performance as at and for the periods ended on the dates presented and
may not be appropriate for other purposes. By their nature,
forward-looking statements require us to make assumptions and are
subject to inherent risks and uncertainties.

We caution readers of this news release not to place undue reliance
on our forward-looking statements since a number of factors could cause
actual future results to differ materially from the expectations
expressed in these forward-looking statements. These factors include,
but are not limited to, the risk of economic downturn, decreased
infrastructure spending levels, changing market conditions for Stantec’s
services, and the risk that Stantec fails to capitalize on its strategic
initiatives. Investors and the public should carefully consider these
factors, other uncertainties, and potential events, as well as the
inherent uncertainty of forward-looking statements, when relying on
these statements to make decisions with respect to our Company.

For more information about how other material risk factors could
affect our results, refer to the Risk Factors section and Cautionary
Note Regarding Forward-Looking Statements section in our 2018 Annual
Report. You may access our annual report online by visiting EDGAR on the
SEC website at
sec.gov
or by visiting the CSA website at
sedar.com
or Stantec’s website,
stantec.com.
You may obtain a hard copy of the 2018 Annual Report free of charge from
our investor contact noted below.

Design with community in mind

Attached to this news release are Stantec’s consolidated statements
of financial position, consolidated statements of income, a summary of
impacts of IFRS 16, and reconciliation of non-IFRS measures.

Consolidated Statements of Financial Position

(Unaudited)    
(In millions of Canadian dollars)  

March 31
2019

$

 

December 31
2018

$

ASSETS
Current
Cash and deposits 96.9 185.2
Trade and other receivables 825.0 878.1
Unbilled receivables 450.3 384.6
Contract assets 61.7 59.7
Income taxes recoverable 68.0 47.9
Prepaid expenses 53.0 56.8
Other assets   27.6   23.2
Total current assets 1,582.5 1,635.5
Non-current
Property and equipment 299.5 289.4
Lease assets 551.7
Goodwill 1,688.8 1,621.2
Intangible assets 276.0 247.7
Investments in joint ventures and associates 9.1 9.4
Net employee defined benefit asset 11.9 10.0
Deferred tax assets 23.9 21.2
Other assets   183.0   175.5
Total assets   4,626.4   4,009.9
LIABILITIES AND EQUITY
Current
Bank indebtedness 43.1
Trade and other payables 468.4 567.2
Lease liabilities 38.5
Deferred revenue 172.9 174.4
Income taxes payable 1.2 2.9
Long-term debt 64.6 48.5
Provisions 36.0 42.4
Other liabilities   6.5   23.2
Total current liabilities 831.2 858.6
Non-current
Lease liabilities 602.8
Income taxes payable 17.3 15.9
Long-term debt 1,042.0 885.2
Provisions 84.4 78.2
Net employee defined benefit liability 59.8 68.6
Deferred tax liabilities 77.1 54.3
Other liabilities   49.0   140.4
Total liabilities   2,763.6   2,101.2
Shareholders’ equity
Share capital 868.6 867.8
Contributed surplus 25.4 24.8
Retained earnings 837.1 851.2
Accumulated other comprehensive income   130.0   163.1
Total shareholders’ equity   1,861.1   1,906.9
Non-controlling interests   1.7   1.8
Total liabilities and equity   4,626.4   4,009.9

Consolidated Statements of Income

(Unaudited)    

For the quarter ended March 31

(In millions of Canadian dollars, except per share amounts)   2019

$

  2018

$

Continuing operations
Gross revenue 1,151.5 1,021.3
Less subconsultant and other direct expenses   247.4   212.5
Net revenue 904.1 808.8
Direct payroll costs   415.6   368.3
Gross margin 488.5 440.5
Administrative and marketing expenses 357.1 348.0
Depreciation of property and equipment 13.7 12.1
Depreciation of lease assets 27.4
Amortization of intangible assets 15.4 19.3
Net interest expense 17.2 5.3
Other net finance expense 1.3 1.6
Share of income from joint ventures and associates (0.3)
Foreign exchange loss 2.9 2.1
Other (income) expense   (5.0)   2.2
Income before income taxes and discontinued operations   58.5   50.2
Income taxes
Current (4.2) 13.7
Deferred 17.8 (0.1)
Total income taxes 13.6 13.6
Net income for the period from continuing operations 44.9 36.6
Discontinued operations
Net income from discontinued operations, net of tax     0.2
Net income for the period   44.9   36.8
Weighted average number of shares outstanding – basic   111,805,946   114,064,729
Weighted average number of shares outstanding – diluted   111,805,946   114,306,834
Shares outstanding, end of the period   111,657,956   113,906,006
Earnings per share, basic and diluted
Continuing operations 0.40 0.32
Discontinued operations    
Total basic and diluted earnings per share   0.40   0.32
Impact on Statement of Financial Position at January 1, 2019    
(In millions of Canadian dollars)   IFRS 16

$

  Before IFRS 16

$

  Increase

(decrease)

$

Current assets  
Trade and other receivables 828.1 878.1 (50.0)
Prepaid expenses 43.9 56.8 (12.9)
Other assets 24.3 23.2 1.1
Non-current assets
Lease assets 561.8 561.8
Intangible assets 242.0 247.7 (5.7)
Other assets   178.2   175.5   2.7
Total increase in assets           497.0
Current liabilities
Trade and other payables 566.9 567.2 (0.3)
Lease liabilities 44.8 44.8
Provisions 41.7 42.4 (0.7)
Other liabilities 5.0 23.2 (18.2)
Non-current liabilities
Lease liabilities 600.2 600.2
Provisions 86.6 78.2 8.4
Deferred tax liabilities 45.6 54.3 (8.7)
Other liabilities 45.9 140.4 (94.5)
Shareholders’ equity
Retained earnings   817.2   851.2   (34.0)
Total increase in liabilities and equity           497.0
  Quarter ended March 31
(In millions of Canadian dollars)   2019

as reported

$

  2019

before IFRS 16

$

  Increase

(decrease)

$

Impact on income statement items    
Administrative and marketing expenses 357.1 392.6 (35.5)
Net interest expense 17.2 9.1 8.1
Depreciation of lease assets 27.4 27.4
Net income 44.9 44.9
Impact on non – IFRS financial measures(1)
EBITDA 132.2 96.7 35.5
Adjusted EBITDA 127.1 91.6 35.5
Net debt/adjusted EBITDA – Continuing operations   2.00   2.67   (0.67)  
(1) Non-IFRS measures are discussed in the Definitions section of
Stantec’s 2018 Annual Report and Q1 19 Management’s Discussion and
Analysis. Net debt/adjusted EBITDA was calculated using a proforma
IFRS 16 adjustment for Q2 18 to Q4 18 adjusted EBITDA, calculated as
3.8% of net revenue from the respective quarter.
Impact on Statement of Cash Flows – Continuing Operations   Quarter ended March 31
(In millions of Canadian dollars)   2019

as reported

$

  2019

before IFRS 16

$

  Increase

(decrease)

$

Cash flows used in operating activities (88.5)   (114.1)   25.6
Cash paid to suppliers (515.0) (548.7) 33.7
Interest paid (17.9) (9.8) (8.1)
Cash flows from investing activities (104.2) (99.4) (4.8)
Proceeds from leasehold inducements 4.8 (4.8)
Cash flows from financing activities 68.2 89.0 (20.8)
Payments of lease obligations (25.6) (25.6)
Proceeds from leasehold inducements   4.8     4.8
Reconciliation of Non-IFRS Financial Measures    
Quarter Ended

March 31

As reported

(In millions of Canadian dollars, except per share amounts)   2019   2018
Net income from continuing operations 44.9 36.6
Add back:
Income taxes 13.6 13.6
Net interest expense 17.2 5.3
Depreciation and amortization   56.5   31.4
EBITDA from continuing operations 132.2 86.9
Add back (deduct) pre-tax:
Unrealized (gain) loss on investments held for self-insured
liabilities
  (5.1)   2.6
Adjusted EBITDA from continuing operations   127.1   89.5
Quarter Ended

March 31

(In millions of Canadian dollars, except per share amounts)

  2019   2018
Net income from continuing operations 44.9 36.6
Add back (deduct) after tax:
Amortization of intangible assets related to acquisitions(1) 7.0 9.4
Unrealized (gain) loss on investments held for self-insured
liabilities(2)
(3.7) 1.9
Transition tax(3)   2.1  
Adjusted net income from continuing operations 50.3 47.9
Weighted average number of shares outstanding – basic 111,805,946 114,064,729
Weighted average number of shares outstanding – diluted   111,805,946   114,306,834
Adjusted earnings per share from continuing operations
Adjusted earnings per share – basic 0.45 0.42
Adjusted earnings per share – diluted   0.45   0.42
See the Definitions section of Stantec’s 2018 Annual Report and
Q1 19 Management’s Discussion and Analysis for a discussion of
non-IFRS measures used. Construction Services operations are
presented as discontinued operations. This table has been updated to
include only continuing operation results.
(1) The add back of intangible amortization relates only to the
amortization from intangible assets acquired through acquisitions
and excludes the amortization of software purchased by Stantec. For
the quarter ended March 31, 2019, this amount is net of tax of $2.7
(2018 – $3.5).
(2) For the quarter ended March 31, 2019, this amount is net of
tax of $1.4 (2018 – $0.7 recovery).
(3) Refer to Income Taxes section of the Q1 19 Management’s
Discussion and Analysis for further details.

Contacts

Investor Contact
Cora Klein
Stantec Investor Relations
780-969-2018
[email protected]

Media Contact
Stephanie Smith
Stantec Media Relations
780-917-7230
[email protected]


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Cannabis

4D Printing in Healthcare Market is Valued at USD 179.7 Million by 2034 with CAGR of 30.7%, Innovating Patient Care with Dynamic Prototyping – By PMI

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Announces

IMC Announces Potential Reverse Merger with Kadimastem a leading Clinical cell therapy company

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imc-announces-potential-reverse-merger-with-kadimastem-a-leading-clinical-cell-therapy-company

Not for distribution to United States newswire services or for dissemination in the United States

TORONTO and GLIL YAM, Israel, Feb. 28, 2024 /PRNewswire/ — IM Cannabis Corp. (CSE: IMCC) (NASDAQ: IMCC) (the “Company” or “IMC“), a leading medical cannabis company with operations in Israel and Germany, is pleased to announce that it has entered into a non-binding term sheet dated February 13, 2024, as amended (the “Term Sheet“), and a Loan Agreement (as defined below) with Holding Company (as defined below), with Israel-based Kadimastem Ltd a clinical cell therapy public company traded on the Tel Aviv Stock Exchange under the symbol (TASE: KDST) (“Kadimastem“), whereby the parties will complete a business combination that will constitute a reverse merger into the Company by Kadimastem (the “Proposed Transaction“).

 

 

We have been looking for a way to deliver maximum value for our shareholders in the current situation and believe that a reverse merger with Kadimastem will provide this,” said Oren Shuster, CEO of IMC. “With its focus on clinical stage cell therapy, and an FDA approval for a Phase IIa clinical trial, we believe that Kadimastem has tremendous potential.”

“Kadimastem’s strategic decision to pursue a NASDAQ listing underscores our commitment to maximizing the potential of our diabetes and ALS product candidates,” said Ronen Twito, Kadimastem’s Executive Chairman of the Board. “This move positions us closer to our target markets in the US, leverages our recent FDA approvals to initiate a Phase IIa multi-site clinical trial in the US for our ALS product candidate and the joint development of a diabetes product with our Florida-based partner, a multi-billion dollar market. We strongly believe this comprehensive strategy will create significant value to the company’s shareholders”.

The Proposed Transaction

The Proposed Transaction will be effected by way of a plan of arrangement involving a newly created wholly-owned subsidiary of IMC and Kadimastem (the “Arrangement“). The resulting issuer that will exist upon completion of the Proposed Transaction (the “Resulting Issuer“) will change its business from medical cannabis to biotechnology and, at the closing of the Proposed Transactions (the “Closing”), Kadimastem  shareholders will hold 88% of the common shares of the Resulting Issuer (the “Resulting Issuer Shares“) and the shareholders of the Company will hold 12% of the Resulting Issuer Share. Parties may agree, in the Definitive Agreement, on a different structure of equity in lieu of the warrants (as described below) with a similar result. The Proposed Transaction is an arm’s length transaction.

Prior to Closing, IMC’s existing medical cannabis operation and other current activities in Israel and Germany (the “Legacy Business“) will be restructured (the “Spin-Out“) as a contingent value right (the “CVR“). The CVR will entitle the holders thereof to receive net cash, equity, or other net value upon the sale of the Legacy Business following the Closing, subject to the terms of the Loan Agreement.

To facilitate the sale of the Legacy Business, a special committee of IMC’s Board of Directors was formed, which will oversee the potential sale in collaboration with legal and financial advisors.

The Legacy Business will be made available for potential sale to a third party for a period of up to 12 months from Closing (the “Record Date“). After the Record Date, any remaining Legacy Business in the CVR will be offered for sale through a tender process, subject to the terms of the best offer. The proceeds from the sale of the Legacy Business will be utilized to settle debts and distribute the remaining balance, if any, to CVR holders.

As a condition of Closing, Kadimastem will have approximately $5 million in gross funds, at Closing including capital raised concurrently with the completion of the Proposed Transaction from existing shareholders and additional investors.

In addition to the foregoing, subject to compliance with applicable law, the Company shall grant shareholders of the Company as of Closing, with warrant(s) equal their pro rata portion, of 2% of the Resulting Issuer’s issued and outstanding common share capital (the “IMC Shares“) prior to the Closing Date (in the aggregate), with an exercise price per share equal to the 10 day volume-weighted average price of the Resulting Issuer’s shares calculated on the NASDAQ Capital Market (“Nasdaq“), ending 2 trading days prior to Closing, the warrants will be for a period of 24 months following Closing.

Description of Kadimastem and its Business

Kadimastem is a clinical stage cell therapy company, Kadimastem’s recently reported receipt of FDA approval for a Phase IIa multi-site clinical trial in the US for the treatment of ALS, and the joint development agreement signed with iTolerance Inc., a Florida based company with a product in the field of diabetes which recently have a successful joint INTERCT meeting with the FDA.

Exchange of Securities

In accordance with the terms of the Proposed Transaction, the holders of the issued and outstanding shares in the capital of Kadimastem (the “Kadimastem Shares“) will be issued such number of IMC Shares in exchange for every one (1) Kadimastem Share held immediately prior to the completion of the Proposed Transaction that reflects the ratio outlined above (the “Exchange Ratio“). Outstanding convertible securities of Kadimastem (the “Kadimastem Convertible Securities“) will be treated through customary mechanics as shall be determined in the definitive agreement, which may include, the assumption of the Kadimastem Convertible Securities by IMC subject to customary adjustments to reflect the Exchange Ratio and exercise price.

Loan Agreement

Pursuant to the terms of the Term Sheet, a loan agreement dated February 28, 2024 (the “Loan Agreement“) was entered between IMC Holdings Ltd. a wholly-owned subsidiary of IMC (the “Holding Company“) and Kadimastem. Pursuant to the Loan Agreement, Kadimastem will provide a loan of up to US$650,000 to the Holding Company, funded in two installments: US$300,000 upon signing the Loan Agreement and US$350,000 upon the execution of the definitive agreement regarding the Proposed Transaction (the “Loan“).

The Loan accrues interest at a rate of 9.00% per annum, compounding annually and is secured by the following collaterals and guarantees: (a) 10% of the proceeds derived from any operation sale under the CVR (“Charged Rights”), limited to the outstanding Loan Amount and expenses according to the Loan Agreement, accordingly Holding Company may, at its sole discretion, to record a second-ranked fixed charge over the Charged Rights or, alternatively, in case the existing pledges over the Charged Rights at the date of signing this Loan Agreement are subsequently discharged or removed, then the Borrower shall promptly record a first-ranking fixed charge over the Charged Assets with all applicable public records; provided that Holding Company shall not impose any new lien, mortgage, charge or pledge over the Charged Rights that did not exist on the date hereof, or any other liens, subject to customary exclusions; (b) the Holding Company shall use its best efforts to record a first-ranking fixed charge over the assets of its subsidiary, A.R Yarok Pharm Ltd, in due course when applicable and as deemed appropriate; and (c) a personal guarantee by Mr. Oren Shuster, IMC’s CEO.

IMC Shareholder Meeting

Prior to the completion of the Proposed Transaction, IMC will call a meeting of its shareholders for the purpose of approving, among other matters:

  • approve the Proposed Transaction;
  • approve the Spin-Out;
  • a change of name of the Company as directed by Kadimastem and acceptable to the applicable regulatory authorities effective upon Closing; and
  • reconstitution of the Company’s board of directors.

Management of the Resulting Issuer

Upon closing of the Proposed Transaction, all of IMC’s current directors and executive officers will resign and the board of directors of the Resulting Issuer will, subject to the approval of governing regulatory bodies, consist of nominees of Kadimastem. All of the executive officers shall be replaced by nominees of Kadimastem, all in a manner that complies with the requirements of governing regulatory bodies and applicable securities and corporate laws.

Details of insiders and proposed directors and officers of the Resulting Issuer will be disclosed in a further news release.

Closing Conditions

The completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the following:

  • the execution of a definitive agreement;
  • completion of mutually satisfactory due diligence;
  • completion of the Share Consolidation; and
  • receipt of all required regulatory, corporate and third party approvals, including approvals by governing regulatory bodies, the shareholders of IMC and Kadimastem, applicable Israeli governmental authorities, and the fulfilment of all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction.

The parties are committed to seeking a successful completion of the Proposed Transaction as soon as practicable, but there can be no absolute certainty that the Proposed Transaction will take place.

Further information

Further details about the Proposed Transaction and the Resulting Issuer will be provided in a comprehensive news release when the parties enter into the definitive agreement.

Investors are cautioned that any information released or received with respect to the Proposed Transaction in this press release may not be complete and should not be relied upon. Trading in the common shares of the Company should be considered highly speculative.

The securities to be issued in connection with the Proposed 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 any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Canadian Securities Exchange (“CSE”) and NASDAQ acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has recently exited operations in Canada to pivot its focus and resources to achieve sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.

The IMC ecosystem operates in Israel through its commercial relationship with Focus Medical Herbs Ltd., which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in Israel that enable the safe delivery and quality control of IMC’s products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients. Until recently, the Company also actively operated in Canada through Trichome Financial Corp and its wholly owned subsidiaries, where it cultivated, processed, packaged, and sold premium and ultra-premium cannabis at its own facilities under the WAGNERS and Highland Grow brands for the adult-use market in Canada. The Company has exited operations in Canada and considers these operations discontinued.

About Kadimastem Ltd.

Kadimastem is a clinical stage cell therapy company, developing “off-the-shelf”, allogeneic, proprietary cell products based on its technology platform for the expansion and differentiation of Human Embryonic Stem Cells (hESCs) into functional cells. AstroRx®, Kadimastem ‘s lead product, is an astrocyte cell therapy in clinical development for the treatment for ALS and in pre-clinical studies for other neurodegenerative indications.

IsletRx is Kadimastem ‘s treatment for diabetes. IsletRx is comprised of functional pancreatic islet cells producing and releasing insulin and glucagon, intended to treat and potentially cure patients with insulin-dependent diabetes. Kadimastem was founded by Professor Michel Revel, CSO of Kadimastem and Professor Emeritus of Molecular Genetics at the Weizmann Institute of Science. Professor Revel received the Israel Prize for the invention and development of Rebif®, a multiple sclerosis blockbuster drug sold worldwide. Kadimastem is traded on the Tel Aviv Stock Exchange (TASE: KDST).

For more information, please contact:

IM Cannabis Corp.
Anna Taranko, Director Investor & Public Relations
IM Cannabis Corp.
+49 157 80554338
[email protected] 

Oren Shuster, Chief Executive Officer
IM Cannabis Corp.
[email protected] 

Disclaimer for Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements under applicable Canadian and U.S. securities laws (collectively, “forward-looking statements”). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements regarding: the parties’ ability to complete the Proposed Transaction; the expected terms of the Proposed Transaction, the number of securities of the Company that may be issued in connection with the Proposed Transaction, the ownership ratio of the Resulting Issuer post-closing, the Loan and Spin-Out, the ability of the Company and Kadimastem to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the ability of the Resulting Issuer to fulfill the listing requirements of the CSE and Nasdaq;

Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; the continued growth of the Company; the Company’s ability to finance the completion of the Proposed Transaction; and the ability of the Resulting Issuer to fulfil the listing requirements of the CSE and Nasdaq

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company’s and/or Kadimastem’s operations; the Company’s inability to complete the Proposed Transaction; the inability of the Company and the Target to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the risks associated with the Resulting Issuer’s ability to meet CSE and Nasdaq listing requirements.

Readers are cautioned that the foregoing list is not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward looking statements due to a number of factors and risks. These include: any failure of the Company to maintain “de facto” control over Focus Medical in accordance with IFRS 10; the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the effect of the reform on the Company; the Company’s ability to continue to meet the listing requirements of the CSE and NASDAQ; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and Focus Medical (collectively, the “Group”) to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group’s obligations; the Group’s possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group’s cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt and war, conflict and civil unrest in Eastern Europe and the Middle East.

Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made.

The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

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Aurora

Aurora Partners with Script Assist to Provide Better Access to UK Medical Cannabis

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                                                                                                        NASDAQ | TSX: ACB

Partnership will empower UK patients with valuable information and guidance critical to a successful cannabis experience  

EDMONTON, AB, Feb. 28, 2024 /PRNewswire/ — Aurora Cannabis Inc. (NASDAQ: ACB) (TSX: ACB), the Canadian based leading global medical cannabis company, today announced the partnership of Aurora Medicine UK Ltd with Script Assist, a cutting-edge medical cannabis prescription platform in the UK.

Designed to support UK patients on their journey of well-being, the Script Assist platform provides access to high quality medication through their portal. Script Assist will make available an extensive range of medical cannabis products from Aurora’s leading portfolio of products. Starting in March three newly launched, high-quality hang-dried and hand-processed flower products from Aurora’s EU GMP facilities in Canada will also become available on www.scriptassist.co.uk: Pedanios 26/1 EHD-CA (Cultivar: Electric Honey Dew) and Pedanios 28/1 CMK-CA (Cultivar: Chemango Kush) with a high THC content, as well as Pedanios 10/10 EQI-CA (Cultivar: Equiposa) with balanced THC/CBD content.

“Together with our new partner, we are committed to further improve the UK medical cannabis landscape by providing patients with access to premium, high-quality products through Script Assist’s innovative technology solution,” said Trisha Cassidy, Managing Director, Aurora UK & Ireland. “We believe it is necessary and critical to expand not only access to products, but also provide valuable information to guide patients through their medical cannabis journey. We are proud to be a trusted partner for their health,” said Cassidy.

Within the platform, Script Assist is launching ‘Find a Doctor’, an easy-to-use app, which seamlessly connects patients with specialist prescribing doctors. The full range of Aurora’s medical cannabis products will be available for patients through prescription by all private doctors and clinics using the platform, transforming the UK medical cannabis prescription journey.

About Script Assist 

Script Assist revolutionises the medical cannabis prescription process in the UK by enabling private doctors and clinics to provide an easy-to-use app to their patients, including features such as transparent payment and tracking alongside live inventory levels for seamless in-app repeat requests. With the launch of its “Find a Doctor” feature, for the first time UK patients can effortlessly choose their own private doctor and then access fully streamlined medical cannabis prescriptions. The app can be accessed via the platform www.scriptassist.co.uk.

About Aurora Cannabis

Aurora is opening the world to cannabis, serving both the medical and consumer markets. Headquartered in Edmonton, Alberta, Aurora is a pioneer in global cannabis, dedicated to helping people improve their lives. The Company’s adult-use brand portfolio includes Aurora Drift, San Rafael ’71, Daily Special, Tasty’s, Being and Greybeard. Medical cannabis brands include MedReleaf, CanniMed, Aurora and Whistler Medical Marijuana Co, as well as international brands, Pedanios, Bidiol and CraftPlant. Through its subsidiary Aurora Europe GmbH, Aurora supplies high-quality medical cannabis products to patients in the German, Polish and UK markets among others, making it one of the largest authorized importers and distributors in the European Union & UK. Aurora also has a controlling interest in Bevo Farms Ltd., North America’s leading supplier of propagated agricultural plants. Driven by science and innovation, and with a focus on high-quality cannabis products, Aurora’s brands continue to break through as industry leaders in the medical, performance, wellness and adult recreational markets wherever they are launched. Aurora carries out its operations in compliance with all applicable laws in the countries in which it operates. Learn more at www.auroramj.com and follow us on X and LinkedIn.

Aurora’s common shares trade on the Nasdaq and TSX under the symbol “ACB” and is a constituent of the S&P/TSX Composite Index.

Forward Looking Information

This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements“). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements made in this news release include statements regarding the Company’s partnership with Script Assist, including with respect to the availability of the Company’s medical cannabis products for patients in the UK and the Company’s continued commitment to further improve the UK medical cannabis landscape.

These forward-looking statements are only predictions. Forward looking information or statements contained in this news release have been developed based on assumptions management considers to be reasonable. Material factors or assumptions involved in developing forward-looking statements include, without limitation, publicly available information from governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes to be relevant and reasonable in the circumstances could cause actual events, results, level of activity, performance, prospects, opportunities or achievements to differ materially from those projected in the forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management’s estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the risk of successful integration of acquired business and operations (with respect to the Transaction and more generally with respect to future acquisitions), management’s estimation that SG&A will grow only in proportion of revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crises, including the current outbreak of COVID-19, and other risks, uncertainties and factors set out under the heading “Risk Factors” in the Company’s annual information from dated June 14, 2023 (the “AIF”) and filed with Canadian securities regulators available on the Company’s issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC’s website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

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Contact: For Media: Michelle Lefler, VP, Communications & PR, [email protected]; For Investors: ICR, Inc., [email protected]   

                                                      

Cision View original content:https://www.prnewswire.co.uk/news-releases/aurora-partners-with-script-assist-to-provide-better-access-to-uk-medical-cannabis-302074112.html

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