Attached files
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| EX-99.3 - EX-99.3 - Village Farms International, Inc. | vff-ex993_69.htm |
| EX-99.2 - EX-99.2 - Village Farms International, Inc. | vff-ex992_112.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2020
VILLAGE FARMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Canada |
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001-38783 |
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98-1007671 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File No.) |
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(IRS Employee Identification No.) |
4700-80th Street
Delta, British Columbia Canada
V4K 3N3
(Address of Principal Executive Offices)
(604) 940-6012
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Common Shares, without par value |
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VFF |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.01 Completion of Acquisition or Disposition of Assets. |
On November 2, 2020, Village Farms International, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial Report") to report the Company's acquisition of 36,958,500 common shares of Pure Sunfarms Corp ("Pure Sunfarms") owned by Emerald Health Therapeutics, Inc.("Emerald") increasing the Company’s ownership of Pure Sunfarms to 100% (the "Pure Sunfarms Acquisition”). The shares were acquired for a total aggregate purchase price of C$79.9 million (US$60.0 million), satisfied through a C$60.0 million (US $45.0 million) cash payment and a C$19.9 million (US$14.5 million) secured promissory note payable to Emerald.
This Current Report on Form 8-K/A (this "Amendment") amends and supplements the Initial Report to provide financial statements of Pure Sunfarms, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in conjunction with the Initial Report, which provides a more complete description of the Pure Sunfarms Acquisition.
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Item 9.01 |
Financial Statements and Exhibits. |
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(a) |
Financial Statements of Business Acquired. |
The unaudited interim financial statements of Pure Sunfarms as of and for the nine months ended September 30, 2020, together with the related unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.
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(b) |
Pro Forma Financial Information. |
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The unaudited pro forma combined financial statements of Village Farms as of and for the nine months ended September 30, 2020 and for the year ended December 31, 2019, together with the related unaudited notes to the financial statements, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference. |
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Pure Sunfarms Corp. Audited Financial Statements for the years ended December 31, 2019 and 2018 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on April 1, 2020). |
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99.2 |
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99.3 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 17, 2020
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Village Farms International, Inc. |
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By: |
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/s/ Stephen C. Ruffini |
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Name: |
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Stephen C. Ruffini |
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Title: |
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Executive Vice President and Chief Financial Officer |