TerrAscend Corp. signed a definitive securities purchase agreement to acquire 49.9% stake in RHMT, LLC and Deep Thought, LLC and Howard Street Partners, LLC from Ryan Hudson, Arion Luce, Anthony Shira and Jamie Shira.
February 10, 2019
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TerrAscend Corp. (CNSX:TER) signed a definitive securities purchase agreement to acquire 49.9% stake in RHMT, LLC and Deep Thought, LLC and Howard Street Partners, LLC from Ryan Hudson, Arion Luce, Anthony Shira and Jamie Shira on February 10, 2019. TerrAscend will also purchase promissory note of RHMT, Deep Thought and Howard Street Partners. TerrAscend will pay $31.47 million in cash and issue 5,805.25 Proportionate Voting shares in consideration. On March 1, 2019, as part of the purchase agreement, TerrAscend issued $4.8 million note receivable to Howard Street and $1.2 million note receivable to RHMT. The consideration paid is subject to adjustments. In a related transaction, TerrAscend entered into a definitive agreement with all of the equity owners of the BTHHM Berkeley, LLC PNB Noriega LLC, and V Products LLC. In event of termination of agreement, TerrAscend will be required to pay a termination fee of $3.03 million.
The transaction is subject to regulatory approvals, completion of due-diligence by TerrAscend, TerrAscend entering into employment or consulting agreements with key personnel, approval of Board of Directors of TerrAscend, TerrAscend entering into a definitive agreement with all of the equity owners of the BTHHM Berkeley, LLC PNB Noriega LLC, and V Products LLC, an affiliate of TerrAscend shall have entered into a definitive agreement with Gravitas Nevada Ltd., Verdant Nevada LLC and Green Ache’rs Consulting Limited in order to acquire all of the outstanding shares of Gravitas and a deposit shall have been deposited with the escrow Agent. The transaction is expected to close by September 30, 2019. As of June 6, 2019, TerrAscend plans to close the full acquisition of the Apothecarium's California entities as well as the acquisition of The Apothecarium's Nevada entities following receipt of final regulatory approvals, which are expected in the second or third quarter of 2019. Lara L. DeCaro of Leland, Parachini, Steinberg, Matzger & Melnick LLP and Beau Epperly of Epperly | Elam, LLP acted as legal advisors to Ryan Hudson, Arion Luce, Anthony Shira and Jamie Shira. Stephen M. Cohen and Erin Joyce Letey of Fox Rothschild LLP acted as legal advisors to TerrAscend.
TerrAscend Corp. is a Canada-based cannabis company. The Company provides cannabis products, brands, and services to the United States and Canadian cannabinoid markets. It operates in Pennsylvania, New Jersey, Maryland, Michigan and California through TerrAscend Growth Corp. (TerrAscend Growth) and retail operations in Canada. The Company operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. It also operates Peninsula Alternative Health, a medical dispensary in Maryland. The Company owns or licenses several synergistic businesses and brands, including Gage Cannabis, The Apothecarium, Cookies, Lemonnade, Ilera Healthcare, Kind Tree, Legend, State Flower, and Valhalla Confections. Ilera Healthcare is a medical cannabis cultivator, processor and dispenser with operations in New Jersey. Valhalla Confections is a manufacturer of cannabis-infused edibles.
TerrAscend Corp. signed a definitive securities purchase agreement to acquire 49.9% stake in RHMT, LLC and Deep Thought, LLC and Howard Street Partners, LLC from Ryan Hudson, Arion Luce, Anthony Shira and Jamie Shira.