Mr. Max Schwartz
reports
ORGANIGRAM ANNOUNCES INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS ORGANIGRAM SHAREHOLDERS VOTE FOR THE ACQUISITION OF SANITY GROUP GMBH
Institutional Shareholder Services Inc. (ISS), a leading independent proxy advisory firm, has recommended that holders of common shares of Organigram Global Inc. vote for the ordinary resolution to approve the indirect acquisition of Sanity Group GmbH at the company's annual general and special meeting of shareholders to be held on Monday, March 30, 2026, at 10 a.m. Toronto time, at 333 Bay St., Suite 3400, Toronto, Ont.
For those shareholders who are unable to attend the meeting in person, the company will make an audio-only telephone conference available for shareholders to listen to the meeting. No voting will occur on the audio conference. To join the audio-only telephone conference, shareholders can dial 646-307-1963 (from Toronto) or 800-715-9871 (toll-free) and quote the following reference number: 96766.
In its report dated March 14, 2026, ISS stated:
"The strategic rationale for the deal makes sense and the combined company should be able to harness benefits from increased scale, diversification, improved market presence, a stronger balance sheet and cash flow generation. The connected financing being done at a meaningful premium by OGI's largest shareholder signal strong institutional confidence and long-term strategic alignment. The valuation appears credible, and the company has outperformed broad global ...benchmark indices since the unaffected date and the announcement, suggesting elevated non-approval risk."
In recommending that shareholders vote for the transaction resolution, ISS specifically highlighted the following key factors:
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Compelling strategic rationale: ISS concluded that the acquisition of Sanity positions the combined company to benefit from increased scale, meaningful geographic diversification, improved market presence, a stronger balance sheet and enhanced cash flow generation.
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Strong institutional confidence: The connected private placement financing by a wholly owned subsidiary of British American Tobacco PLC (BAT), Organigram's largest shareholder, completed at a meaningful premium to market price, was cited by ISS as a signal of strong institutional confidence and long-term strategic alignment with the transaction.
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Credible valuation: ISS found the valuation of Sanity to be credible, supported by an independent fairness opinion provided by BMO Nesbitt Burns Inc. confirming the consideration to be paid is fair, from a financial point of view, to Organigram.
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Positive market reaction: ISS noted that Organigram shares rose on the day of announcement and had further increased as at March 11, 2026, meaningfully outperforming both the S&P/TSX Composite Index and the S&P/TSX Composite Pharmaceuticals Index over the same period. ISS indicated that this favourable market reaction suggests elevated risk if the transaction is not approved.
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Unanimous board support: The independent members of Organigram's board of directors unanimously approved the transaction (with the interested directors abstaining from voting), having weighed the risks and benefits of the transaction against the company's stand-alone alternatives.
About the proposed acquisition
Under the terms of the agreement, Sanity shareholders will receive a combination of cash and Organigram shares, with a deemed value of $3 per share, as consideration for all outstanding Sanity shares not already held by Organigram, representing a 71.4-per-cent premium to the closing price of Organigram's common shares on the Toronto Stock Exchange on the last unaffected trading date prior to announcement. The total upfront consideration is 113.4 million euros (comprising 80 million euros in cash and 33.4 million euros in Organigram shares). In addition, Sanity shareholders are entitled to receive contingent earnout consideration of up to 113.8 million euros tied to Sanity's financial performance in the 12-month period following closing.
Board recommendation and other meeting matters
The board of directors of Organigram unanimously (with the interested directors abstaining from voting) recommends that shareholders vote for the transaction resolution. The board consulted with its financial and legal advisers throughout the negotiation process and received a fairness opinion from BMO Nesbitt Burns Inc. confirming the fairness of the consideration paid under the share purchase agreement for the transaction, from a financial point of view, to the company.
At the meeting, shareholders will also be asked to vote on a number of other annual and special meeting matters, including: the election of 10 director nominees to the board; the appointment of PricewaterhouseCoopers LLP as the company's auditor; and the reapproval of all unallocated awards under the company's omnibus equity incentive plan. The board recommends that shareholders vote for each of the director nominees, for the appointment of PricewaterhouseCoopers as auditor and for the reapproval of all unallocated awards under the company's omnibus equity incentive plan.
Your vote is important
Shareholders are encouraged to read the management information circular dated Feb. 23, 2026 (available on SEDAR+, EDGAR and the company's website) carefully and to vote their shares as soon as possible and, in any event, prior to the voting deadline of 10 a.m. Toronto time on Thursday, March 26, 2026.
Shareholders who have questions or need assistance with voting their shares should contact the company's proxy solicitation agent, Sodali & Co., by telephone at 1-833-830-8205 (North America) or 1-289-695-3075 (outside North America) or by e-mail at assistance@investor.sodali.com.
About Organigram Global Inc.
Organigram Global is a Nasdaq Global Select Market- and TSX-listed company whose wholly owned subsidiary, Organigram Inc., is a licensed cultivator of cannabis and manufacturer of cannabis-derived goods in Canada. Through its acquisition of Collective Project Ltd., Organigram Global participates in the U.S. and Canadian cannabinoid beverage markets. Organigram is focused on producing high-quality cannabis for adult consumers as well as developing international business partnerships to extend the company's global footprint. Organigram has also developed and acquired a portfolio of cannabis brands, including Edison, Big Bag O' Buds, Shred, Shred'ems, Monjour, Tremblant Cannabis, Collective Project, Trailblazer, Boxhot and Debunk. Organigram operates facilities in Moncton, N.B., and Lac Superieur, Que., with a dedicated edibles manufacturing facility in Winnipeg, Man. The company also operates two additional cannabis processing facilities in Southwestern Ontario: one in Aylmer and the other in London. The facility in Aylmer houses best-in class CO2 (carbon dioxide) and hydrocarbon extraction capabilities, and is optimized for formulation refinement, postprocessing of minor cannabinoids and preroll production. The facility in London will be optimized for labelling, packaging and national fulfilment. The company is regulated by Health Canada under the Cannabis Act and the Cannabis Regulations (Canada).
About Sanity Group GmbH
Sanity Group aims to improve people's quality of life through the use of cannabinoids and the utilization of the endocannabinoid system. The focus is on cannabinoid-based pharmaceuticals and consumer goods. To harness the full potential of cannabis, Sanity Group invests in research of the cannabis plant and its active ingredients as well as in specific areas of application. Sanity Group, co-founded in Berlin in 2018 by Finn Age Hansel, includes Vayamed, avaay Medical and Zoiks (medical cannabis), Endosane Pharmaceuticals (finished pharmaceuticals), vaay (lifestyle), and Grashaus Projects (recreational cannabis Swiss pilot project). Near Frankfurt am Main, Sanity Group also operates a logistics and production facility for cannabis pharmaceuticals.
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