Campbell Johnston Clark has advised client Stillcanna Inc. on its acquisition by means of a Court-sanctioned scheme of arrangement of Sativa Group Plc for £10.6 million

Stillcanna, which is headquartered in Vancouver and whose shares are traded on the Canadian Securities Exchange (“CSE”), is a premium supplier of wholesale CBD isolate to Europe and other parts of the world. Sativa, headquartered in Somerset, is the UK’s leading quoted CBD wellness and medicinal cannabis group.

CJC represented Stillcanna in connection with a recommended all-share offer to acquire the entire issued and to be issued share capital of Sativa. Pursuant to the terms of the acquisition, each Sativa shareholder received 0.33507 new Stillcanna shares for each Sativa share. The offer, which was announced on 29 April 2020, valued Sativa’s issued and to be issued share capital at approximately £10.6 million and was implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. A copy of the scheme document can be accessed at the following link:

The merged entity has been re-named Sativa Wellness Group Inc. The shares of Sativa Wellness resumed trading on the CSE on 30 September under the symbol “SWEL”. The shares were dual listed for trading on the AQSE Growth Market of the Aquis Stock Exchange on 1 October under the same symbol. The shares are also expected to be quoted on the over-the-counter (the “OTC”) market in the United States and the Frankfurt Stock Exchange shortly.

The CJC team was led by partner James Clayton and included consultant Simon Holden.

James Clayton said: "We are very pleased to have assisted Stillcanna in this deal. The highly regulated environment of public takeovers makes it a particularly challenging area, and highlights the breadth of expertise that our firm can offer its clients. The team at Sativa Wellness have a real determination and a great future, and we wish them every success in their future endeavours."

Jason Dussault, former CEO at Stillcanna and Non-Executive Director at Sativa Wellness, commented, "It was a pleasure working with James and his team, who worked under strict timeframes but were always calm and constructive. They met our objectives and I always received constructive and supportive advice."