Trulieve Cannabis Corp. has filed a definitive proxy statement asking shareholders to approve a corporate move that would shift its jurisdiction of incorporation from British Columbia to Delaware.
The special shareholder meeting is scheduled for August 5 at 11 a.m. ET and will be held virtually. Shareholders of record as of June 8 will be eligible to vote on the proposal, which the company’s board of directors is unanimously recommending.
Under the proposal, Trulieve would continue under the same corporate name while becoming a Delaware corporation governed by the Delaware General Corporation Law, rather than the Business Corporations Act of British Columbia. The company’s subordinate voting shares would continue trading on the New York Stock Exchange under the symbol TRLV if the transaction is completed.
The filing says the move would better align Trulieve’s corporate structure with its business, noting that all of the company’s operations are based in the United States and that it is subject to U.S. federal and state laws and regulations, including SEC rules and state marijuana regulations.
Trulieve also says the change could make its shares more accessible to U.S. institutional investors, improve its acceptance in U.S. capital markets and streamline interactions with U.S. regulators and government officials.
“If U.S. cannabis banking laws are reformed, we believe that the Company will have access to additional funding sources as a U.S. corporation rather than being a Canadian corporation, which should provide opportunities for improved financing terms,” the filing states.
The filing comes just weeks after Trulieve became the first U.S. marijuana company to list on a major U.S. exchange, with its subordinate voting shares beginning trading on the NYSE under the symbol TRLV on June 10.
According to the proxy statement, the proposed domestication is not expected to cause any material change in Trulieve’s business or operations, and the company says shareholders would not experience any dilution of their ownership interest as a result of the move. The company’s board members and officers are also not expected to change.
Holders of subordinate voting shares would become holders of Delaware subordinate voting shares, while holders of multiple voting shares would become holders of Delaware multiple voting shares. Existing options, restricted share units and performance share units would also carry over on substantially equivalent terms.
Approval of the plan requires support from at least 66 2/3% of the votes cast by holders of subordinate voting shares and multiple voting shares voting together, as well as at least 66 2/3% of each class voting separately.
Even if shareholders approve the proposal, the domestication remains subject to additional steps, including a final order from the Supreme Court of British Columbia, authorization from the British Columbia Registrar of Companies, required regulatory and judicial approvals, and a final decision by Trulieve’s board to proceed.
The company also outlines potential drawbacks in the filing, including changes to shareholder rights under Delaware law, possible reduced shareholder participation in some corporate decisions and the potential for securities class action or derivative lawsuits tied to the transaction.
Shareholders who oppose the plan may have dissent rights under British Columbia law if they follow the required procedures, including delivering a written notice of dissent by July 31.
If completed, the move would mark another major corporate restructuring step for Trulieve as the company continues to position itself within U.S. financial markets following federal rescheduling of certain medical marijuana products and its NYSE listing.
