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Abacus Health Products Announces ISS and Glass Lewis Recommendations For its Proposed Acquisition by Charlotte’s Web; Change to Virtual Only Special Meeting of Shareholders

May 25, 2020 Off By BusinessWire

Shareholders are encouraged to submit proxies in support of the Arrangement prior to the June 2, 2020 at 10:00 a.m. (EDT) proxy vote deadline

WOONSOCKET, R.I. & TORONTO–(BUSINESS WIRE)–$ABAHF #AbacusHealthProducts–Abacus Health Products, Inc. (CSE: ABCS, OTCQB:ABAHF) (“Abacus”) is pleased to announce that two independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co., have each recommended that shareholders of Abacus (“Shareholders”) vote FOR the proposed acquisition of Abacus by Charlotte’s Web Holdings, Inc. (“Charlotte’s Web”) pursuant to an arrangement (the “Arrangement”) under the Business Corporations Act (Ontario) at the upcoming special meeting (“Meeting”) of the Shareholders on June 4, 2020. Abacus also announces today that the Meeting will now be held in a virtual format only, whereby Shareholders may attend and participate in the Meeting via live audio webcast.

ISS and Glass Lewis are recognized as leading independent proxy and corporate governance advisory firms whose recommendations are relied upon by many major institutional investment firms, mutual and pension funds and other institutional shareholders throughout North America.

While endorsing the Arrangement, ISS noted, “The Arrangement makes strategic sense as the combined entity will be a low-cost vertically integrated hemp-derived CBD products company. In addition, the combined entity is anticipated to hold leading market share of the U.S. CBD sales within the food/drug/mass channel, according to Nielsen market data. Current Abacus shareholders will have the option to participate in the upside potential represented by the combined entity upon closing of the Arrangement… On balance, in light of the significant premium, the favourable market reaction, and reasonable strategic rationale, shareholder approval of this resolution is warranted.”

Similarly, in reaching their supportive recommendation, Glass Lewis concluded, “The agreement provides shareholders the opportunity to participate in any future increase in the value of Charlotte’s Web, including the opportunity to participate in the synergies and anticipated value creation of the combined company, which will have an experienced operating team; and provide increased liquidity for shareholders… we believe this proposal is in the long-term interests of the Company and shareholders. Accordingly, we recommend that shareholders vote FOR this proposal.”

“We are pleased to have received this independent third-party validation of our position,” said Perry Antelman, Chief Executive Officer, Abacus. “This Arrangement provides a unique opportunity to our shareholders and employees to participate in the compelling potential of the combined businesses, Abacus is one of the largest suppliers and distributors in the United States of topical products infused with hemp extract to the food/drug/mass and healthcare practitioner markets. By joining with Charlotte’s Web, we have the opportunity to maximize our growth by leveraging Charlotte’s Web’s leading brand, vertical integration, infrastructure, expertise, financial position and capital markets presence, and position the combined Company to deliver benefits for our stakeholders over the long-term.”

Special Meeting Information

Abacus announces today that it will now hold the Meeting on Thursday, June 4, 2020 at 10:00 a.m. (EDT) in a virtual format only whereby Shareholders may attend and participate in the Meeting via live audio webcast at web.lumiagm.com/240055051 (password: abacus2020). The Meeting was previously scheduled to be held both in person as well as virtually via a live audio webcast online; however, in light of the continuing coronavirus (COVID-19) outbreak and in order to protect the health and safety of Shareholders and the broader community, the Meeting will now be held as a completely virtual meeting, to be conducted via live audio webcast. Shareholders will no longer be able to attend the Meeting in person.

Shareholders will have an equal opportunity to attend, ask questions and vote at the Meeting online regardless of their geographic location. To attend and vote online, Shareholders will need to carefully follow the instructions which are found in Abacus’ notice of special meeting of shareholders and management information circular dated May 4, 2020 in respect of the Meeting (the “Information Circular”) and on their proxy or voting instruction form.

A copy of the Information Circular and related Meeting materials have been filed under Abacus’ profile on SEDAR at www.sedar.com. A copy of the Information Circular is also available on the investor relations section of Abacus’ website at https://abacushp.com/investors/management-circular.

Shareholders are encouraged to utilize the internet voting options available to them to vote their shares in advance of the Meeting, details of which are described in the Information Circular and on their proxy or voting instruction form.

Shareholder Questions

Shareholders that have any questions or require assistance voting shares of Abacus can contact Abacus’ proxy solicitation agent and shareholder communications advisor, Gryphon Advisors, by telephone at 1.833.461.3643 (North American toll-free) or 1.416.661.6592 (outside North America) or by e-mail at [email protected].

Forward-Looking Statements

Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities legislation. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is based on a number of assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results and events to be materially different from those that are disclosed in or implied by such forward-looking information. The forward-looking information in this press release includes, but is not limited to, statements relating to expectations with respect to the anticipated timing of the Meeting and the proposed Arrangement. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information.

Additional information about these assumptions, risks, uncertainties and other factors is contained in Abacus’ annual information form dated April 29, 2020 and in the Information Circular, which are available under the issuer profile of Abacus on SEDAR at www.sedar.com.

Although Abacus believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release is made as of the date of this news release and Abacus does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, unless required by applicable securities laws.

There can be no assurance that the Arrangement will occur, or that it will occur on the terms and conditions contemplated in the Information Circular. The Arrangement could be modified, restructured or terminated. Actual results could differ materially from those currently anticipated due to a number of factors and risks. The Arrangement cannot close until the required shareholder, court and regulatory approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.

About Abacus Health Products, Inc.

Abacus is principally engaged in the development and commercialization of over-the-counter (OTC) topical medications with active pharmaceutical ingredients and which contain organic and natural ingredients, including a cannabinoid-rich hemp extract containing CBD from the Cannabis sativa L plant. Abacus’ products are aimed at the rapidly growing markets for topical pain relief and therapeutic skincare and are based on proprietary patent-pending technologies developed by Abacus. Abacus’ formulations combine advanced science with organic and natural ingredients to provide safe relief. Abacus currently offers three lines of products: CBD CLINIC™, marketed to the professional practitioner market, and CBDMEDIC™ and Harmony Hemp™, marketed to the consumer market. Abacus’ products are offered across the United States and are produced by contract manufacturers, including in an FDA registered and audited manufacturing facility.

To learn more about Abacus, visit www.abacushp.com