Village Farms Files Universal Shelf Registration Statement on Form S-3
On July 12, 2021, Village Farms International (VFF) announced the filing of a universal shelf registration statement on Form S-3 with the SEC, replacing an earlier statement from April 2020. As a "well-known seasoned issuer," this filing allows VFF flexibility to issue securities for future offerings to pursue strategic opportunities. Although there are no immediate plans to offer securities, the company emphasizes its strong position in the growing cannabis and CBD markets. The New Registration Statement aims to facilitate potential funding for new projects and initiatives.
- Filing of a universal shelf registration statement allows for greater flexibility in issuing securities.
- Village Farms has become a 'well-known seasoned issuer', enhancing its credibility in the market.
- The company is well-positioned in the high-growth cannabis and CBD markets.
- No immediate plans to utilize the new shelf registration for securities offerings.
- Potential risks in the cannabis and CBD industries could affect future performance.
VANCOUVER, BC, July 12, 2021 /PRNewswire/ - Village Farms International, Inc. (the "Company" or "Village Farms") (TSX: VFF) (NASDAQ: VFF) today announced that it has filed a universal shelf registration statement on Form S-3 (the "New Registration Statement") with the United States Securities and Exchange Commission (the "SEC"), for an unlimited amount of securities that may be offered from time to time in the future, replacing the shelf registration statement on Form S-3 filed with the SEC in April 2020. Village Farms has become a "well-known seasoned issuer" ("WKSI") under SEC rules and is filing the New Registration Statement to take advantage of certain benefits only available to WKSIs.
The filing of the New Registration Statement will provide Village Farms flexibility to issue securities in one or more future offerings, including when needed to pursue strategic opportunities. The specific terms of any such offering will be described in detail in a prospectus supplement filed at the time of such offering(s). At this time, Village Farms does not have any immediate plans to offer securities under the New Registration Statement
This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the securities covered under the New Registration Statement will be made solely by means of the prospectus included in the New Registration Statement and an accompanying prospectus supplement relating to that offering to be filed with the SEC.
A copy of the New Registration Statement is available on www.sec.gov and on SEDAR at www.sedar.com.
About Village Farms International, Inc.
Village Farms is one of the largest and longest-operating greenhouse growers in North America. The Company leverages decades of experience in large-scale, low-cost intensive agriculture as a vertically integrated produce supplier to pursue high-value, high-growth plant-based Consumer Packaged Goods opportunities in cannabis and CBD in North America and select markets internationally.
The Company's wholly owned Canadian subsidiary, British-Columbia-based Pure Sunfarms, is currently one of the single largest cannabis operations in the world, one of the lowest-cost greenhouse producers and one of the best-selling brands in Canada.
In the U.S., subject to compliance with all applicable U.S. federal and state laws, Village Farms is pursuing a strategy to become a leading developer and supplier of branded and white-labeled CBD products targeting major retailers and consumer packaged goods companies. Village Farms has one of the largest greenhouse operations in the country and is strategically positioned to utilize its agricultural experience and Pure Sunfarms' operational and product expertise, to pursue potential high-THC cannabis opportunities as legally permitted to do so.
Internationally, Village Farms evaluates and targets select, nascent, legal cannabis and CBD opportunities with significant long-term potential, with an initial focus on the Asia-Pacific region through its investment in Australia-based Altum International.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is subject to the safe harbor created by those sections. This press release also contains "forward-looking information" within the meaning of applicable Canadian securities laws.
We refer to such forward-looking statements and forward-looking information collectively as "forward-looking statements". Forward-looking statements may relate to the Company's future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, expansion plans, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, the greenhouse vegetable industry or the cannabis industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms as "outlook", "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "try", "estimate", "predict", "potential", "continue", "likely", "schedule", "objectives", or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts.
The forward-looking statements in this press release are subject to risks that may include, but are not limited to our ability to continue our greenhouse growing operations at current scale, cost and our ability related to continue to be a vertically integrated produce supplier and legal, financial and regulatory risks related to pursuing high-value, high growth plant-based Consumer Packaged Goods opportunities in cannabis and CBD in North America and select markets internationally, our ability to maintain low costs and market-leading position in Canada. Our strategy to pursue a leading position as a developer and supplier of branded and white-labeled CBD products targeting major retailers and consumer packaged goods companies and the pursuit of potential high-THC cannabis opportunities are subject to risks associated with the legal status of the cannabis business; risks relating to obtaining additional financing, including our dependence upon credit facilities; potential difficulties in achieving and/or maintaining profitability; variability of product pricing; risks inherent in the cannabis, hemp and agricultural businesses, existing and new governmental regulations, regulatory compliance and licenses and changes in our regulatory requirements; risks related to rules and regulations at the U.S. federal (Food and Drug Administration and United States Department of Agriculture), state and municipal levels with respect to produce and hemp; retail consolidation, technological advances and other forms of competition; transportation disruptions; product liability and other potential litigation; retention of key executives; labor issues; uninsured and underinsured losses; vulnerability to rising energy costs; environmental, health and safety risks, foreign exchange exposure, risks associated with cross-border trade; difficulties in managing our growth; restrictive covenants under our credit facilities; natural catastrophes; the ongoing and developing COVID-19 pandemic; and tax risks.
The Company has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. Although the forward-looking statements contained in this press release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company's control, that may cause the Company's or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company's filings with securities regulators, including this press release. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing circumstances related to the COVID-19 pandemic, which may have a material adverse effect on our business, operations and future financial results.
When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
View original content:https://www.prnewswire.com/news-releases/village-farms-files-universal-shelf-registration-statement-on-form-s-3-301331943.html
SOURCE Village Farms International, Inc.
FAQ
What is the significance of the new shelf registration for Village Farms (VFF)?
When did Village Farms file the new shelf registration statement?
Is Village Farms planning to issue securities immediately after the new registration?
What markets is Village Farms focusing on for growth?
What does it mean to be a 'well-known seasoned issuer' for VFF?
