On November 1, 2022, Avant Brands Inc. announced that 1000343100 Ontario Inc., an entity of which Avant owns 50% of the issued and outstanding shares, has entered into a stalking horse purchase agreement to acquire the shares of The Flowr Group (Okanagan) Inc. in connection with the proceedings under the Companies’ Creditors Arrangement Act for The Flowr Corporation and its subsidiaries and the related sales and investment solicitation process. The authorization for Flowr to enter into the agreement and its acceptance as the stalking horse bid is subject to approval by the Ontario Superior Court of Justice (Commercial List).
The purchase price payable is approximately $3.89 million plus an amount reasonably necessary to fund the cash requirements of Flowr (in excess of the amounts available under the DIP Loan) to close the transactions, if any, and the assumption of certain liabilities. The purchase price will be satisfied, in part, through a credit bid of the DIP Loan in a principal amount of $2 million. The consummation of the transaction is subject to the satisfaction or waiver of a number of conditions, including, among other things, receipt of regulatory and court approval and the agreement being determined to be the successful bid. If other bids are superior, an auction will be held. In the event the purchaser is not the winning bidder under any such auction, the agreement will be terminated, and the purchaser will be entitled to payment of a break-up fee in the amount of $185,000.
Avant previously announced that the purchaser had executed a term sheet with Flowr to make available a debtor-in-possession loan (the DIP Loan) in a principal amount of up to $2 million in connection with Flowr’s filing for protection under the Companies’ Creditors Arrangement Act.
Cassels is representing Avant.