TerrAscend Corp. (CSE: TER; OTCQX: TRSSF) (“TerrAscend” or the “Company”) has closed a series of transactions to acquire the California operations of the award-winning retail dispensary brand known as “The Apothecarium” for consideration comprised of US$36.8 million in cash and proportionate voting shares in the equity of TerrAscend equivalent to 6.7mm common shares of the Company.
| TORONTO, June 6, 2019 /PRNewswire/ - TerrAscend Corp. (CSE: TER; OTCQX: TRSSF) (“TerrAscend” or the “Company”) has closed a series of transactions to acquire the California operations of the award-winning retail dispensary brand known as “The Apothecarium” for consideration comprised of US$36.8 million in cash and proportionate voting shares in the equity of TerrAscend equivalent to 6.7mm common shares of the Company. The transactions include three entities operating the San Francisco locations of The Apothecarium, two additional retail locations, and Valhalla Confections, a leading provider of premium edible products. The Company 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. The Company initially announced the transaction in a press release dated February 11, 2019.
“The Apothecarium is the model for operational excellence and represents a key element in our strategy to become the leading North American Operator in the cannabis sector,” said Matthew Johnson, President of TerrAscend Corp., and TerrAscend USA, Inc. “Ryan Hudson and the rest of The Apothecarium team share our relentless commitment to integrity, quality, and trust in every aspect of the business. Together we will bring The Apothecarium to more patients and customers while potentially creating substantial shareholder value.” “We are delighted to be joining forces with TerrAscend,” said Ryan Hudson, CEO and co-founder of The Apothecarium. “Our shared focus on health, education, and community are what brought us together last year. What’s become clear over the last several months is that we also share a core set of values. We’ve forged strong personal connections and we share a vision for the future of our combined organization. Personally, I’m excited about the opportunities that we can provide to our team members, each of whom will continue in their current roles, providing excellent service to our guests and helping to open new Apothecarium locations.” The Company plans to open new Apothecarium locations in Berkeley, California and Phillipsburg, New Jersey in the fourth quarter of 2019. About TerrAscend About the Apothecarium and Valhalla Confections Valhalla (V Products, LLC; CA Licenses: CDPH-T00000753 & CDPH-T00000178) is a premier manufacturer of select cannabis-infused artisan edibles that are gluten free, and made with ingredients free of chemically formulated fertilizers, growth stimulants, antibiotics, or pesticides, all while maintaining eco-friendly practices. Valhalla was formed in 2014 in connection with The Apothecarium principals. Caution Regarding Cannabis Operations in the United States While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under US federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. Following any investment made by TerrAscend in operations in the United States, enforcement of federal laws in the United States will be a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend’s operations and financial performance. Forward Looking Information Although TerrAscend believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because TerrAscend can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the inability of the parties to satisfy the conditions to closing of the Nevada entities set out in the definitive documentation in a timely manner or at all; TerrAscend’s ability to complete the opening of the Berkeley, California and Phillipsburg, New Jersey dispensaries on schedule or at all; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; TerrAscend’s ability to successfully integrate any acquired businesses in the future; and fluctuations in foreign currency exchange rate. The statements in this press release are made as of the date of this release. TerrAscend disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. TerrAscend undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of TerrAscend, its securities, or financial or operating results (as applicable).
SOURCE TerrAscend | ||
Company Codes: CNSX:TER, OTC-PINK:TRSSF |
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