Falcon International has publicly responded to Harvest Health and Recreation (CSE: HARV) related to the lawsuit pending between the two firms, which Harvest announced earlier this month. The suit currently sees Harvest Health attempting to rescind and terminate the merger agreement between the two parties as a result of actions conducted by Falcon.
Falcon’s response, released earlier today, is short in nature however it gets to the point. Within, Falcon identified that it has moved to dismiss the lawsuit for lack of jurisdiction. Further, Falcon also identified that as per the “heavily negotiated” merger agreement, Falcon has the right to charge Harvest Health with a US$50 million cash breakup fee.
The company also identified that as per the merger agreement, both Harvest and Falcon have the option to pay out funds previously advanced to Falcon in the form of equity. As a result, amounts previously advanced by Harvest Health to Falcon International “accordingly, are unlikely to be paid.” Falcon expects that it will be successful with winning the lawsuit.
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However, it should be identified that Harvest Health is looking to rescind the current merger agreement. If the courts decide to rule in favour of Harvest Health and grant rescission, the breakup fee, in theory at least, should not be applicable to Harvest as the courts will act like the initial merger agreement never took place. As per Investopedia, rescission, “when possible, will effectively seek to restore them to the position they were in before the contract was signed.” This too, in theory, would hold true for the conversion of funding into equity – making the claims that Falcon International made in this mornings press release null and void.
Harvest Health last traded at $4.55 on the CSE.
Information for this briefing was found via Sedar, Falcon International and Harvest Health and Recreation. The author has no securities or affiliations related to this organization. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.
