Curaleaf to Purchase Grassroots, Creating the World’s Largest Hashish Firm

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Extremely Complementary Acquisition of Grassroots Expands Curaleaf’s Presence from 12 to 19 States 

Creates Unmatched Nationwide Platform and Economies of Scale, Combining Finest Practices and Main Operations Groups

WAKEFIELD, Mass., July 17, 2019 /PRNewswire/ -- Curaleaf Holdings, Inc. (CURA.CN) (CURLF) ("Curaleaf"), a leading vertically integrated cannabis operator in the United States, today announced it has signed a definitive agreement to acquire GR Companies, Inc. ("Grassroots"), the largest private vertically-integrated multi-state operator, in a cash and stock deal valued at approximately $875 million. This transaction solidifies Curaleaf's position as the world's largest cannabis company by revenue and the largest in the U.S. across key operating metrics." data-reactid="13">WAKEFIELD, Mass., July 17, 2019 /PRNewswire/ — Curaleaf Holdings, Inc. (CURA.CN) (CURLF) (“Curaleaf”), a number one vertically built-in cannabis operator in the US, at the moment introduced it has signed a definitive settlement to amass GR Firms, Inc. (“Grassroots”), the most important personal vertically-integrated multi-state operator, in a money and inventory deal valued at roughly $875 million. This transaction solidifies Curaleaf’s place because the world’s largest cannabis firm by income and the most important within the U.S. throughout key working metrics.

The extremely complementary acquisition brings collectively the most important public and largest personal multi-state operators within the U.S. to supply a full vary of merchandise to shoppers in states throughout the nation. As a market chief all through the Midwest, Grassroots has a portfolio of 61 dispensary licenses, with 20 working at the moment, and 17 cultivation and processing licenses that may considerably speed up Curaleaf’s continued growth throughout the nation.

Illinois, which in June became the 11th state to legalize adult-use cannabis, and Pennsylvania, the fifth most populous state in the U.S. The proposed transaction will expand Curaleaf's presence from 12 to 19 states, and the combined company will have 131 dispensary licenses, 68 operational locations, 20 cultivation sites and 26 processing facilities1. With the acquisition, Curaleaf will also add new markets in Arkansas, Michigan, North Dakota, Oklahoma, and Vermont, and build on its existing businesses in Connecticut, Maryland, Nevada and Ohio. Upon completion of the proposed transaction, Curaleaf will be the largest medical and adult-use cannabis company with access to a total population of approximately 177 million people.  " data-reactid="15">Grassroots has a number one presence in massive markets during which Curaleaf presently doesn’t function, together with Illinois, which in June grew to become the 11th state to legalize adult-use cannabis, and Pennsylvania, the fifth most populous state within the U.S. The proposed transaction will broaden Curaleaf’s presence from 12 to 19 states, and the mixed firm could have 131 dispensary licenses, 68 operational areas, 20 cultivation websites and 26 processing services1. With the acquisition, Curaleaf may also add new markets in Arkansas, Michigan, North Dakota, Oklahoma, and Vermont, and construct on its current companies in Connecticut, Maryland, Nevada and Ohio. Upon completion of the proposed transaction, Curaleaf would be the largest medical and adult-use cannabis firm with entry to a complete inhabitants of roughly 177 million individuals.  

Joseph Lusardi, CEO of Curaleaf. "With a combined 68 open dispensaries, this transaction significantly accelerates our expansion strategy and strengthens our reach across the medical and adult-use markets. In addition, it enhances the depth of our retail and wholesale platform across the country. By leveraging our scale, as well as our market leading capabilities and expertise, we will continue to deliver value for our shareholders."" data-reactid="16">“With the acquisition of Grassroots and the pending acquisition of Choose, Curaleaf is the world’s largest cannabis firm by each income and working presence,” mentioned Joseph Lusardi, CEO of Curaleaf. “With a mixed 68 open dispensaries, this transaction considerably accelerates our growth technique and strengthens our attain throughout the medical and adult-use markets. As well as, it enhances the depth of our retail and wholesale platform throughout the nation. By leveraging our scale, in addition to our market main capabilities and experience, we’ll proceed to ship worth for our shareholders.”

Mitch Kahn, co-founder and CEO of Grassroots, said, "Today's announcement is a testament to the hard work of the many employees that helped make Grassroots the leading cannabis company in the Midwest. This acquisition will enable us to give our patients and retail partners greater access to products that adhere to the highest standards of quality and reliability, and our employees the opportunity to be part of a best-in-class operator." " data-reactid="17">Mitch Kahn, co-founder and CEO of Grassroots, mentioned, “Immediately’s announcement is a testomony to the onerous work of the various workers that helped make Grassroots the main cannabis firm within the Midwest. This acquisition will allow us to present our sufferers and retail companions better entry to merchandise that adhere to the best requirements of high quality and reliability, and our workers the chance to be a part of a best-in-class operator.” 

Arizona, California, Nevada and Ohio, continuing to differentiate the company as the most accessible cannabis brand across the U.S. The combined entity's geographic reach, purchasing power, economies of scale and joint best practices solidifies its top position amongst U.S. multi-state operators." data-reactid="18">This transaction builds on the quite a few strategic transactions introduced up to now in 2019 which expanded Curaleaf’s footprint in Arizona, California, Nevada and Ohio, persevering with to distinguish the corporate as essentially the most accessible cannabis model throughout the U.S. The mixed entity’s geographic attain, buying energy, economies of scale and joint finest practices solidifies its high place amongst U.S. multi-state operators.

Transaction Phrases and Approvals

Curaleaf will purchase Grassroots for complete consideration of roughly $875 million, composed of $75 million in money, 102.eight million subordinate voting shares of Curaleaf2, and $40 million in Curaleaf shares priced on the 10-day volume-weighted common worth previous to closing of the transaction. At closing, securityholders in Grassroots could have roughly 16% professional forma possession of Curaleaf on a fully-diluted foundation after giving impact for the Choose acquisition.

The proposed transaction is anticipated to shut in early 2020, topic to customary closing circumstances, Grassroots’ stockholders’ approval and regulatory approvals. The transaction has been unanimously accredited by the Boards of Administrators at each corporations.

Administration and Board

The Grassroots administration group brings deep expertise within the Midwest market, elevating the mixed entity’s experience in retail, actual property, authorized and licensing, finance, advertising and marketing, model improvement, gross sales and logistics.

At closing of the proposed transaction, the core securityholders of Grassroots could have, as a gaggle, the precise to nominate one particular person to serve on the Curaleaf Board of Administrators. Mitch Kahn, co-founder and CEO of Grassroots, will fill the allotted board seat. Kahn co-founded Grassroots in 2014 and brings with him greater than 20 years of govt expertise.

Matt Darin and Steve Weisman will join Curaleaf's senior management team. Darin, Chief Operating Officer of Grassroots, has more than 15 years of experience as an entrepreneur and executive in the cannabis and commercial real estate industries. Weisman, Chief Strategy Officer of Grassroots, has extensive entrepreneurial and corporate governance experience as an attorney at Kirkland & Ellis in Chicago." data-reactid="29">Moreover, co-founders Matt Darin and Steve Weisman will be part of Curaleaf’s senior administration group. Darin, Chief Working Officer of Grassroots, has greater than 15 years of expertise as an entrepreneur and govt within the cannabis and industrial actual property industries. Weisman, Chief Technique Officer of Grassroots, has in depth entrepreneurial and company governance expertise as an lawyer at Kirkland & Ellis in Chicago.

Advisors

Eight Capital acted as monetary advisor to Curaleaf and its board of administrators. Eight Capital additionally offered Curaleaf with a equity opinion. Loeb & Loeb LLP and Stikeman Elliott LLP acted as authorized advisors to Curaleaf. Canaccord Genuity Corp. and Stoic Advisory Inc. acted as monetary advisors to Grassroots. Canaccord Genuity Corp. additionally offered a equity opinion to Grassroots, and Katten Muchin Rosenman LLP acted as authorized advisor to Grassroots.

Convention Name and Webcast Info

Curaleaf will host a convention name on Wednesday, July 17, 2019 at 9:00 a.m. ET to debate the transaction. The dial-in numbers for the convention name are +1-877-407-9039 (U.S. Toll-Free) or +1-201-689-8470 (Worldwide). Please dial-in 10 to 15 minutes previous to the beginning time of the convention name and an operator will register your title and group.

https://ir.curaleaf.com/ir-calendar." data-reactid="34">The convention name, which will probably be webcast reside, and an accompanying slide presentation will be accessed by the Investor Relations part of Curaleaf’s web site, https://ir.curaleaf.com/ir-calendar.

For people unable to hitch the convention name, a dial-in replay of the decision will probably be out there till Sunday, July 28, 2019 at 11:59 p.m. ET and will be accessed by dialing +1-844-512-2921 (U.S. Toll Free) or +1-412-317-6671 (Worldwide) and coming into replay pin quantity: 13692786. The net archive of the webcast will probably be out there on https://ir.curaleaf.com/ir-calendar for 30 days following the decision.

About Curaleaf Holdings

Curaleaf Holdings, Inc. is the main vertically built-in multi-state cannabis operator in the US. It’s a high-growth cannabis firm with a nationwide model recognized for high quality, belief and reliability. The corporate is positioned in extremely populated, limited-license states, and at the moment operates in 12 states with 48 dispensaries, 13 cultivation websites and 12 processing websites. Curaleaf has the chief experience and analysis and improvement capabilities to supply main service, choice, and accessibility throughout the medical and adult-use markets, in addition to within the CBD class by its Curaleaf Hemp model and Bido model for pets. On Might 1, 2019, Curaleaf introduced the acquisition of the Choose model from Cura Companions for $948 million.

About Grassroots

Grassroots is a cannabis firm devoted to serving, advancing and respecting the cannabis motion. Via its distinctive, vertically built-in enterprise mannequin, Grassroots grows, processes and sells trusted cannabis merchandise that improve life’s moments for individuals from all backgrounds. Its retail model, Herbology, provides a singular, wellness and education-focused dispensary expertise.

Grassroots has constructed its portfolio at an unprecedented tempo, with services in extremely aggressive markets, together with Illinois, Nevada, Pennsylvania, Michigan, Maryland, Oklahoma, Ohio, Vermont, North Dakota, Arkansas and Connecticut. The manager administration group consists of a gaggle of extremely expert enterprise leaders united by a typical perception: Hashish evokes us to reside deeply. For extra data, go to grassrootscannabis.com

Investor Contact:
Dan Foley, VP, Finance and Investor Relations   
[email protected] 

Media Contact:
Megan Bishop, SVP
[email protected]

Grassroots Media Contact:
Clermont Companions
Angie Mazza, Director
[email protected]

FORWARD LOOKING STATEMENTS

December 31, 2018 and its other public filings with the Canadian Securities Exchange. Although Curaleaf has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Curaleaf as of the date of this news release and, accordingly, is subject to change after such date.  However, Curaleaf expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law." data-reactid="45">This information launch incorporates “forward-looking data” inside the which means of relevant Canadian securities laws. All statements, apart from statements of historic truth, included herein are ahead trying data. Typically, forward-looking data could also be recognized by means of forward-looking terminology resembling “plans”, “expects” or “doesn’t anticipate”, “proposed”, “is anticipated”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “doesn’t anticipate”, or “believes”, or variations of such phrases and phrases, or by means of phrases or phrases which state that sure actions, occasions or outcomes could, might, would, or may happen or be achieved. There will be no assurance that such forward-looking data will show to be correct, and precise outcomes and future occasions might differ materially from these anticipated in such forward-looking data. This forward-looking data displays the present beliefs of Curaleaf and relies on data at the moment out there to Curaleaf and on assumptions that Curaleaf believes are cheap. These assumptions embrace, however usually are not restricted to, the power of Curaleaf to finish the transaction described above and the anticipated advantages to Curaleaf of the transaction described above. Ahead-looking data is topic to recognized and unknown dangers, uncertainties and different elements that will trigger the precise outcomes, degree of exercise, efficiency or achievements of Curaleaf to be materially completely different from these expressed or implied by such forward-looking data. Such dangers and different elements could embrace, however usually are not restricted to: normal enterprise, financial, aggressive, political and social uncertainties; normal capital market circumstances and market costs for securities; the failure of Curaleaf to finish the transaction described above; the power of Curaleaf to efficiently combine the enterprise of Grassroots and their respective company cultures; delay or failure to obtain board, shareholder or regulatory approvals; the precise outcomes of future operations; competitors; adjustments in laws affecting Curaleaf; the timing and availability of exterior financing on acceptable phrases; and lack of certified, expert labor or lack of key people and the opposite elements recognized in Curaleaf’s Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations for the Yr Ended December 31, 2018 and its different public filings with the Canadian Securities Trade. Though Curaleaf has tried to establish essential elements that might trigger precise outcomes to vary materially from these contained in forward-looking data, there could also be different elements that trigger outcomes to not be as anticipated, estimated or meant. Readers are cautioned that the foregoing checklist of things will not be exhaustive. Readers are additional cautioned to not place undue reliance on forward-looking data as there will be no assurance that the plans, intentions or expectations upon which they’re positioned will happen. Ahead-looking data contained on this information launch is expressly certified by this cautionary assertion. The forward-looking data contained on this information launch represents the expectations of Curaleaf as of the date of this information launch and, accordingly, is topic to alter after such date.  Nevertheless, Curaleaf expressly disclaims any intention or obligation to replace or revise any forward-looking data, whether or not because of new data, future occasions or in any other case, besides as expressly required by relevant securities legislation.

The subordinate voting shares issuable in reference to the proposed transaction haven’t been registered beneath the Securities Act of 1933, as amended (the “Securities Act”), and is probably not supplied or bought in the US absent registration beneath the Securities Act and relevant state securities legal guidelines or an relevant exemption from these registration necessities.

1 These figures assume completion of the acquisition of Cura Companions, Inc. (“Choose”)

$756 million based on the 30-day volume-weighted average price of Curaleaf's subordinate voting shares on the Canadian Securities Exchange of US $7.35 as of July 16, 2019, the last trading day prior to announcement of the proposed transaction." data-reactid="48">2 Representing roughly $756 million primarily based on the 30-day volume-weighted common worth of Curaleaf’s subordinate voting shares on the Canadian Securities Trade of US $7.35 as of July 16, 2019, the final buying and selling day previous to announcement of the proposed transaction.

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