#Canada #Tender Offer #Calgary #Decibel Cannabis #Ewing Morris

Decibel Shares Respond to Ewing Morris Tender Offer

In a recent announcement, Decibel Cannabis Company Inc. commented on an unsolicited tender offer from Ewing Morris Avenue LP that seeks to purchase up to 6.8% of its outstanding common shares at a price of $1.91 per share. This offer, which aims to acquire approximately 2,617,801 shares, totals roughly $5 million, as outlined in Ewing Morris's press release.

The offer is presented as a direct opportunity for existing shareholders to sell their shares, rather than a corporate takeover or transaction with Decibel itself. The company emphasized that it is not part of this tender offer and will not witness any changes in the number of its outstanding shares, nor will it receive any proceeds from this transaction.

Understanding the Offer

Ewing Morris's offer represents a premium of about 16.4% compared to the 20-trading-day average price of Decibel's shares prior to the announcement and a significant 19.4% increase from the closing price of $1.60 on October 16, 2026. The offer is contingent upon at least 1,745,200 shares being validly deposited and could be subject to conditions that Ewing Morris might extend or waive.

Management and the board of Decibel have disclosed that they do not intend to tender any shares to this offer, indicating a strong long-term commitment to their holdings. Executive Chair Shawn Dym expressed confidence in their business's future: "The arrival of thoughtful long-term investors like Ewing Morris signifies the enduring value of Decibel. This offer provides shareholders who wish to sell with a much-needed liquidity option."

While the Board of Directors has not recommended whether shareholders should participate or abstain from the offer, they have informed shareholders that they can make informed decisions based on their individual circumstances.

Shareholder Autonomy

It's important for shareholders to understand that they are not obliged to take any action regarding this offer. They have the options to hold their shares or sell them through conventional trading avenues, where they might achieve different pricing outcomes. Ewing Morris clarified that this tender isn’t classified as a “takeover bid” under Canadian securities law, thus removing some regulatory requirements typically associated with such offers.

As the expiry date for this tender offer is November 6, 2026, Ewing Morris retains the right to modify the terms or extend the deadlines, depending on the floating market conditions and demand from shareholders. On the administrative side, Odyssey Trust Company and Sodali Co. act as the information agents, helping to manage inquiries related to the offer.

About Decibel Cannabis Company

Decibel is a prominent player in the Canadian cannabis industry, focusing on consumer engagement and brand recognition through its high-quality products. Known for brands like General Admission and Qwest, Decibel emphasizes relentless innovation and a commitment to product excellence. In addition to being a market leader domestically, Decibel is also expanding its footprint in international cannabis markets, possessing operations in various regions across Canada, including Calgary and Saskatchewan.

Ultimately, shareholders are encouraged to weigh their options and consult with advisors when considering whether to participate in this tender offer. As Decibel continues to execute its growth strategy, the future looks promising for both long-term holders and new investors in the cannabis sector.

Note: This information is based on the latest reports and statements from Decibel and Ewing Morris. Stakeholders should remain updated for any changes in the offer details.