On June 16, 2021, Red Light Holland Corp. and Creso Pharma Limited entered into a definitive scheme implementation deed to combine businesses and create The HighBrid LabTM, a leading global psychedelics and cannabinoid company. The transaction will be carried out by way of statutory schemes of arrangement under the Australian Corporations Act 2001. Upon implementation of the schemes, it is expected that the former Creso Pharma securityholders will own approximately 57.4% of the pro forma issued and outstanding shares of Red Light Holland. The consideration implies a premium to Red Light Holland shareholders of approximately 29.9%.
Upon completion of the schemes, Red Light Holland’s current CEO, Todd Shapiro, will lead the combined company as Chief Executive Officer and Director. The board of directors of the combined company will consist of seven members, three of which will be current directors of Red Light Holland and three of which, will be directors or nominees of Creso Pharma. Leading cannabis entrepreneur Bruce Linton is also expected to join the board of directors of the combined company as non-executive Chairman.
The schemes require approval of the Supreme Court of Western Australia, and the approval of the Creso Pharma securityholders. Red Light Holland shareholders will also be required to approve the issuance of the shares of Red Light Holland pursuant to the transaction. Following completion of the transaction, the shares of Red Light Holland are expected to continue to trade on the CSE.
Cassels acted as counsel to Red Light Holland.