Minority, LGBTQIA+, Women, Veteran, Disability and Small business owners are encouraged to register as corporate suppliers to support Trulieve's operations in 11 states
Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the United States today launched its nationwide Supplier Diversity Initiative. The initiative provides education and professional development resources, while creating mutually beneficial business relationships with a supplier base reflective of the customers and communities Trulieve serves.
Suppliers nationwide are encouraged to register with Trulieve's supplier database. Through the Company's comprehensive Supplier Diversity Initiative, Trulieve will consider all varieties of products and services from marketing and software, to cleaning supplies, training, construction and other ancillary services that support Trulieve's day-to-day operations.
"Trulieve's Supplier Diversity Initiative showcases how cannabis leaders can positively impact local business communities while promoting diversity, equity, and inclusion throughout the cannabis industry," said Kim Rivers , CEO of Trulieve. "As Trulieve broadens its services and operations, we look forward to establishing new professional relationships with diverse business owners who wish to be active participants in this rapidly growing sector."
As corporate members of the National Minority Supplier Development Council, Women's Business Enterprise National Council, Small Business Administration, Veterans in Business Network, National Gay & Lesbian Chamber of Commerce, and Disability Inclusion, Trulieve is actively seeking partnerships with diverse suppliers by participating with these certifying organizations and attending council events.
In November 2021 , Trulieve published its inaugural Environment, Social, and Governance (ESG) Report establishing several long-term Diversity, Equity, and Inclusion (DEI) initiatives. The Supplier Diversity Initiative is the latest extension of Trulieve's commitment to creating a more inclusive and accessible cannabis industry aligned with the Company's ethics and governance standards. Since entering Georgia , Trulieve has already allocated a significant portion of its supplier contracts to local minority, woman and veteran-owned companies – well above the state's recommended 20% diversity threshold.
For more information on Trulieve's Supplier Diversity Program or to register as a supplier, please visit trulieve.quantumsds.com or email Diverse.Partners@Trulieve.com .
About Trulieve Trulieve is an industry leading, vertically integrated cannabis company and multi-state operator in the U.S. operating in 11 states, with leading market positions in Arizona , Florida , and Pennsylvania . Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visit Trulieve.com .
Facebook: @Trulieve Instagram: @Trulieve Twitter: @Trulieve
Investor Contact Christine Hersey , Executive Director of Investor Relations +1 (424) 202-0210 Christine.Hersey@Trulieve.com
Media Contact Rob Kremer , Executive Director of Corporate Communications +1 (404) 218-3077 Robert.Kremer@Trulieve.com
MATTIO Communications Trulieve@Mattio.com
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Weiss Law is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Columbia Care Inc. ("Columbia Care" or the "Company") (OTCQX: CCHWF) in connection with its proposed merger with Cresco Labs ("Cresco") (OTCQX: CRLBF). Under the terms of the merger agreement, the Company's shareholders will receive 0.5579 shares of Cresco for each share of Columbia Care common stock owned, representing an implied per-share merger consideration of approximately $3.25 based upon Cresco's March 24, 2022 closing price of $5.82 . Upon completion of the transaction, Cresco shareholders will own approximately 65% and Columbia Care shareholders will own only 35% of the combined company.
If you own Columbia Care shares and wish to discuss this investigation or have any questions concerning this notice or your rights or interests, visit our website:
https://www.weisslaw.co/news-and-cases/cchwf Or please contact: Joshua Rubin, Esq. Weiss Law 305 Broadway, 7 th Floor New York, NY 10007 (212) 682-3025 (888) 593-4771 stockinfo@weisslawllp.com
Weiss Law is investigating whether: (i) Columbia Care's board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the per-share merger consideration adequately compensates Columbia Care's shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.
Weiss Law has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties. We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases. If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at stockinfo@weisslawllp.com
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Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company") a Health Canada Licensed cannabis company focused on processing, sales, organoleptic testing and analytical testing, is pleased to announce it completed the submission of its application for a Controlled Drugs and Substances Dealer's License ("Dealer's License") on March 23, 2022 .
A Dealer's License would permit Adastra to perform the following activities:
Known as a high-capacity processor of cannabis concentrates and extract products, and co-manufacturer for sought after Canadian brands, Adastra has now successfully taken the first steps to become a licensed tester, extractor, and seller of controlled substances, including Psilocybin, Psilocin, MDMA, N, N-Dimethyltryptamine (DMT), 5-MeO-DMT, and LSD. When the Dealer's License is formally approved, Adastra expects to conduct the majority of this work out of its 13,500 square foot, purpose-built extraction, and production facility located in Langley, BC .
The Dealer's License application was originally filed in September, 2021 with a Health Canada audit performed on March 9, 2022 . Adastra responded to Health Canada's request for more information and successfully submitted its Dealer's License application on March 23 . Unless Health Canada comes back with an additional request for information, the Company expects the Dealer's License to be received by early April 2022 .
"We see the expansion of our capabilities as a significant opportunity for Adastra's partners and shareholders," said Michael Forbes , Director and CEO, Adastra. "We are known in the cannabis industry as a reliable partner to many licensed producers and believe broadening the research, production and sale of more regulated products to emerging markets will strengthen our cash flow and profitability. We are excited for what the future holds at Adastra."
Founded in 2018 and formerly known as Phyto Extractions Inc., Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use and medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada . Adastra is known for its popular line of Phyto Extractions branded cannabis concentrate products available on shelves at over 1,400 adult-use retailers across the country. The Company also operates Adastra Labs, a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, BC , focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin, Psilocin, MDMA, N, N-Dimethyltryptamine (DMT), 5- MeO-DMT, and LSD by applying for a Controlled Substances Dealer's Licence, which is under review by Health Canada. Pending Health Canada approval, Adastra is poised to be a drug formulation and development leader in this emerging sector. In addition, with the recent acquisition of 1225140 B .C. Ltd., doing business as PerceiveMD, Adastra operates a multidisciplinary centre for medical cannabis and psychedelic therapies, working alongside doctors and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients.
This news release includes forward-looking information within the meaning of Canadian securities legislation, concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking information in this news release includes statements with respect to the anticipated grant of the Dealer's License by Health Canada; the activities that the Company could conduct with a Dealer's License; the Company's expectations to conduct a majority of its work out of the extraction and production facility in Langley, BC upon approval of the Dealer's License; the effect that broadening the research, production and sale of more regulated products to emerging markets will have on the Company's cash flow and profitability; the changing regulations surrounding certain psychedelics and associated treatments; societal acceptance of psychedelic treatments; the ability of the Company to conduct testing, production, or sales of any compounds beyond cannabis; and the ability of the Company to work with partners such as medical doctors, pharmaceutical companies and pharmacies if it is permitted to conduct extraction research and develop psychedelic compounds. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward looking information, including: (i) adverse market conditions; (ii) risks inherent in the cannabis extraction sector in general; (iii) changes in regulations surrounding multiple controlled substances; and (iv) other factors beyond the control of the Company. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
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Green Thumb Industries Inc. (Green Thumb) (CSE: GTII) (OTCQX: GTBIF), a leading national cannabis consumer packaged goods company and owner of RISE dispensaries, is expanding its partnership with Olive-Harvey College by donating $200,000 to support the school's cannabis education program. The program provides training, scholarships, equipment, staffing and industry access to help create a more diverse workforce within the cannabis industry. Olive-Harvey is a community college on the southeast side of Chicago and is part of the City Colleges of Chicago.
The donation was made on behalf of Green Thumb's Growing for Good social impact program and fulfills the Company's Social Equity Inclusion plan requirement for Illinois' early approval adult-use cultivation license holders. Green Thumb chose to partner with Olive-Harvey College, which has the only credit-approved cannabis training program in Chicago, to further the impact the school is making to prepare Black and Brown students for a career in cannabis while strengthening diversity in the industry.
"Olive-Harvey College is doing the important work of building opportunity for Black and Brown students across Chicago by providing them with education, training and industry expertise, and we are thrilled to continue our partnership with them," said Green Thumb Director of Social Impact Jai Kensey. "Giving back is at the core of Green Thumb and we believe it is our responsibility to reduce barriers to entry into the cannabis industry for those most impacted by the War on Drugs. We look forward to working alongside the team at Olive-Harvey to create a more equitable cannabis industry."
Amanda Gettes, Executive Dean of Urban Agriculture at Olive-Harvey, said: "Green Thumb's contribution will ensure the Cannabis Education program at Olive-Harvey College continues to thrive and provide training and industry access to a diverse workforce."
Those interested in learning more about the Cannabis Education program should contact Olive-Harvey College directly. More information is available at www.ccc.edu . More information on Green Thumb's Growing for Good social impact program is available at www.gtigrows.com/social-impact .
Green Thumb Industries Inc. ("Green Thumb" or the "Company"), a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while giving back to the communities in which it serves. Green Thumb manufactures and distributes a portfolio of branded cannabis products including Beboe, Dogwalkers, Doctor Solomon's, Good Green, incredibles and RYTHM. The company also owns and operates rapidly growing national retail cannabis stores called RISE. Headquartered in Chicago, Illinois, Green Thumb has 17 manufacturing facilities, 76 open retail locations and operations across 15 U.S. markets. Established in 2014, Green Thumb employs approximately 3,800 people and serves millions of patients and customers each year. The company was named to Crain's Fast 50 list in 2021 and a Best Workplace by MG Retailer magazine in 2018, 2019 and 2021. More information is available at www.GTIgrows.com .
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Company reports 73% year-over-year revenue growth and 219% adjusted EBITDA growth in 2021
Cresco Labs Inc. (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ) (" Cresco Labs " or the " Company "), a vertically integrated, multi-state operator and the number one U.S. wholesaler of branded cannabis products, today released its financial results for the three months and year ended December 31, 2021. All financial information presented in this release is reported in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and in U.S. dollars, unless otherwise noted, and all comparisons to prior quarters and the prior year are made on an as-converted basis under U.S. GAAP.
The Company announced today it has entered into a definitive arrangement agreement pursuant to which Cresco Labs will acquire all of the issued and outstanding shares of Columbia Care (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF). A separate press release with details of the proposed transaction was issued this morning.
1 See "Non-GAAP Financial Measures" at the end of this press release for more information regarding the Company's use of non-GAAP financial measures.
"This has been an incredible year of growth and margin expansion for Cresco Labs. We generated $822 million in annual revenue, representing 73% annual growth. Adjusted EBITDA 1 more than tripled as the investments we've made in the business start to bear fruit. We ended the year with 46 retail stores, more than double where we were at the end of last year. The Cresco Labs family expanded from approximately 2,300 employees to approximately 3,500, as we grew both organically and integrated five acquisitions," said Charles Bachtell, Co-Founder and CEO of Cresco Labs.
"As we all saw, there was a slowing of market growth in the fourth quarter and we were not immune to this. The good news is our plan is working – consumers love our brands, we maintained our leadership as the #1 wholesaler of branded cannabis, and we were the most productive retailer in the industry. We competed very well, gaining or maintaining share in seven of our 10 states. We remain focused on driving growth for our shareholders through optimizing operations to drive margins and market share and by opening up new markets in which to sell our leading brands. With many more growth initiatives ahead, 2022 is set to be another record year as we continue to drive strategic breadth, depth and execute on our plan."
Balance Sheet, Liquidity, and Other Financial Information
Summary of Cresco Labs' 2021 Social Equity and Education Development Program
Capital Markets and M&A Activity
The Company will host a conference call and webcast to discuss its financial results, the proposed Columbia Care acquisition and provide investors with key business highlights on Wednesday, March 23, 2022, at 8:30am Eastern Time (7:30am Central Time). The conference call may be accessed via webcast or by dialing 1-844-200-6205 (US Toll Free), 1-646-904-5544 (US Local), +1 929-526-1599 (Other) providing access code 216557. Archived access to the webcast will be available for one year on the Cresco Labs' investor relations website .
The financial information reported in this press release is based on unaudited management prepared financial statements for the three months and year ended December 31, 2021. These financial statements have been prepared in accordance with U.S. GAAP. This release contains certain preliminary financial results for fourth quarter and full-year 2021, including Cost of goods sold; Gross profit; Impairment loss; Other income (expense), net; Income tax recovery (expense); Net loss; Inventory, net; Goodwill; and Deferred, contingent consideration and other payables, short-term. The Company expects to file its audited consolidated financial statements for the year ended December 31, 2021, on SEDAR by March 25, 2022. Accordingly, such financial information may be subject to change. All financial information contained in this press release is qualified in its entirety with reference to such financial statements. While the Company does not expect there to be any material changes between the information contained in this press release and the consolidated financial statements it files on SEDAR, to the extent that the financial information contained in this press release is inconsistent with the information contained in the Company's financial statements, the financial information contained in this press release shall be deemed to be modified or superseded by the Company's filed financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws. Further, the reader should refer to the additional disclosures in the Company's audited financial statements for the year ended December 31, 2021, expected to be filed on SEDAR on March 25, 2022.
Cresco Labs references certain non-GAAP financial measures throughout this press release, which may not be comparable to similar measures presented by other issuers. Please see the "Non-GAAP Financial Measures" section below for more detailed information.
Earnings before interest, taxes, depreciation, and amortization ("EBITDA"), Adjusted EBITDA, and Adjusted gross profit are non-GAAP financial measures and do not have standardized definitions under U.S. GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with U.S. GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with U.S. GAAP and may not be comparable to similar measures presented by other issuers. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the U.S. GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. The Company has not quantitatively reconciled its guidance for forward-looking non-GAAP metrics to their most comparable U.S. GAAP measures because the Company does not provide specific guidance for the various reconciling items as certain items that impact these measures have not occurred, are out of the Company's control, or cannot be reasonably predicted. Accordingly, a reconciliation to the most comparable U.S. GAAP financial metric is not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the Company's results.
Cresco Labs is one of the largest vertically integrated, multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods ("CPG") approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted national brands including Cresco®, Cresco Reserve®, High Supply®, Mindy's™, Good News®, Remedi™, Wonder Wellness Co.® and FloraCal®. Sunnyside*®, Cresco Labs' national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry's largest Social Equity and Educational Development initiative, SEED™, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at www.crescolabs.com .
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,' ‘will,' ‘should,' ‘could,' ‘would,' ‘expects,' ‘plans,' ‘anticipates,' ‘believes,' ‘estimates,' ‘projects,' ‘predicts,' ‘potential' or ‘continue' or the negative of those forms or other comparable terms. The Company's forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to those risks discussed under "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2021 expected to be filed on March 25, 2022, other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company's forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco Labs' shares, nor as to the Company's financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company's forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.
Financial Information and Non-GAAP Reconciliations
(All amounts expressed in thousands of U.S. Dollars)
For the Three Months Ended December 31, 2021, September 30, 2021 and December 31, 2020
For the Three Months Ended
(Loss) from equity method investments
Total other (expense) income, net
Income (Loss) before income taxes
1 Net (loss) includes amounts attributable to non-controlling interests.
Unaudited Reconciliation of Gross Profit to Adjusted Gross Profit (Non-GAAP)
For the Three Months Ended December 31, 2021, September 30, 2021 and December 31, 2020
For the Three Months Ended
Fair value mark-up for acquired inventory
1 Production (cultivation, manufacturing, and processing) costs related to products sold during the period.
Summarized Consolidated Statements of Financial Position
Total liabilities and shareholders' equity
Unaudited Reconciliation of Net Income to Adjusted EBITDA (Non-GAAP)
For the Three Months Ended December 31, 2021, September 30, 2021, and December 31, 2020
For the Three Months Ended
Earnings before interest, taxes, depreciation, and amortization (EBITDA) (Non-GAAP)
Loss from equity method investments
Fair value mark-up for acquired inventory
Adjustments for acquisition and other non-core costs
1 Net (loss) includes amounts attributable to non-controlling interests.
Summarized Consolidated Statements of Cash Flows
For the Three Months Ended December 31, 2021, September 30, 2021, and December 31, 2020
For the Three Months Ended
Net cash provided by (used in) operating activities
Net cash (used in) investing activities
Net cash (used in) provided by financing activities
Effect of foreign currency exchange rate changes on cash
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents and restricted cash, beginning of period
Cash and cash equivalents and restricted cash, end of period
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Media Jason Erkes, Cresco Labs Chief Communications Officer press@crescolabs.com 312-953-2767
Investors Megan Kulick, Cresco Labs SVP, Investor Relations investors@crescolabs.com
For general Cresco Labs inquiries: 312-929-0993 info@crescolabs.com
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Transformational deal will combine best-in-class wholesale, retail and operations with an expanded strategic footprint in the largest and fastest growing markets in cannabis
Cresco Labs (CSE:CL) (OTCQX:CRLBF) (" Cresco Labs " or the " Company ") and Columbia Care Inc. (NEO:CCHW) (CSE:CCHW) (OTCQX:CCHWF) (" Columbia Care ") announced today they have entered into a definitive arrangement agreement (the " Arrangement Agreement ") pursuant to which Cresco Labs will acquire all of the issued and outstanding shares (the " Columbia Care Shares ") of Columbia Care (the "Transaction" ). Subject to customary closing conditions and necessary regulatory approvals, the Transaction is expected to close in the fourth quarter of 2022.
Under the terms of the Arrangement Agreement, shareholders of Columbia Care (the " Columbia Care Shareholders ") will receive 0.5579 of a subordinate voting share of Cresco Labs (each whole share, a " Cresco Labs Share ") for each Columbia Care common share (or equivalent) held, subject to adjustment (the "Consideration") representing total consideration enterprise value of approximately US$2.0 billion based on the closing price of Cresco Labs Shares on the Canadian Securities Exchange (the " CSE ") as of March 22, 2022. The Transaction provides Columbia Care Shareholders with premiums per Columbia Care Share of approximately 16% based on the closing prices of the Columbia Care Shares and the Cresco Labs Shares, and (ii) 19%, based on the 20-day volume weighted average prices ("VWAP") of the Columbia Care Shares and the Cresco Labs Shares, each on the CSE as of March 22, 2022.
After giving effect to the Transaction, Columbia Care Shareholders will hold approximately 35% of the pro forma Cresco Labs Shares (on a fully diluted in-the-money, treasury method basis).
Key Transaction Highlights and Benefits
Proven Capabilities in Wholesale and Retail
"We are incredibly excited to announce this transformative transaction today at a very important time in the development of this industry. This acquisition brings together two of the leading operators in the industry, pairing a leading footprint with proven operational, brand and competitive excellence. The combination is highly complementary and provides unmatched scale, depth, diversification and long-term growth. On a pro-forma basis, the combined Company will be the largest cannabis company by revenue, the number one wholesaler of branded cannabis products, and the largest nationwide retail footprint outside of Florida," said Charles Bachtell, CEO of Cresco Labs. "The combination of Cresco Labs and Columbia Care accelerates our journey to become the leader in cannabis in a way no other potential transaction could. We look forward to welcoming the incredible Columbia Care team to the Cresco Labs family. I couldn't be more excited about this enhanced platform and how it furthers the Cresco Labs Vision – to be the most important and impactful company in cannabis."
"Since our founding, our mission has been to deliver the best outcome for our stakeholders," said Nicholas Vita, CEO of Columbia Care. "In an evolving industry, the opportunities to better achieve our mission through consolidation led us to this historic moment. With Columbia Care's strategic national footprint in the most attractive markets and Cresco Labs' success in execution and incredibly popular brands, we will together create the most important - and the most investable - company in cannabis. Getting to know Charlie, his team, and the culture at Cresco Labs has given me a high level of confidence in the ability to successfully integrate Columbia Care and maximize the tremendous value of the combined footprint."
The Transaction will be effected by way of a plan of arrangement pursuant to the Business Corporations Act (British Columbia). The Transaction has been unanimously approved by the Boards of Directors of each of Cresco Labs and Columbia Care. Columbia Care Shareholders holding approximately 25% of the voting power of the issued and outstanding Columbia Care Shares have committed to enter into voting support agreements with Cresco Labs to vote in favor of the Transaction. After giving effect to the Transaction, Columbia Care Shareholders will hold approximately 35% of pro forma Cresco Labs Shares (on a fully diluted in-the-money, treasury method basis). The Consideration is subject to adjustment in the event that Columbia Care is required to issue shares in satisfaction of an earn-out payment for a prior acquisition, with the potential adjustment in proportion to the additional dilution from such potential issuance relative to Columbia Care's current fully diluted in-the-money outstanding shares. Additional details of the Transaction, including any adjustment to the Consideration, will be described in the management information circular and proxy statement (the " Circular ") that will be mailed to Columbia Care Shareholders in connection with a special meeting of Columbia Care Shareholders (the " Meeting ") expected to be held in the second quarter to approve the Transaction.
The Transaction has been unanimously approved by the Boards of Directors of each of Cresco Labs and Columbia Care. Columbia Care Shareholders holding approximately 25% of the voting power of the issued and outstanding Columbia Care Shares have committed to enter into voting support agreements with Cresco Labs to vote in favor of the Transaction. Certain Columbia Care Shareholders have also agreed to not transfer a significant portion of their resulting Cresco Labs Shares for up to an eight-month period following closing of the Transaction.
The Arrangement Agreement provides for certain customary provisions, including covenants in respect of non-solicitation of alternative transactions, a right to match superior proposals, a US$65 million termination fee payable to Cresco Labs under certain circumstances.
The Transaction is subject to, among other things, receipt of the necessary approvals of the Supreme Court of British Columbia, the approval of two-thirds of the votes cast by Columbia Care Shareholders at the Special Meeting, receipt of the required regulatory approvals, including, but not limited, approval pursuant to the Hart–Scott–Rodino Antitrust Improvements Act, and other customary conditions of closing. Approval of Cresco Labs Shareholders is not required. Additional details of the Transaction will be provided in the Circular.
Recommendation of the Columbia Care Board
The Board of Directors of Columbia Care (the " Columbia Care Board ") has unanimously determined, after receiving financial and legal advice and following the receipt of a unanimous recommendation of a special committee of independent directors (the " Special Committee "), that the Transaction is in the best interests of Columbia Care, and that, on the basis of the Fairness Opinions (as defined herein), that the Consideration to be received by the Columbia Care Shareholders is fair, from a financial point of view, to the Columbia Care Shareholders.
The Columbia Care Board unanimously recommends that Columbia Care Shareholders vote in favor of the resolution to approve the Transaction. The Columbia Care Board obtained a fairness opinion from Canaccord Genuity Corp. (" Canaccord Genuity ") and an independent fairness opinion from ATB Financial Markets Inc., (the " Fairness Opinions "), each which provide that, as at the date of such respective opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Columbia Care Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Columbia Care Shareholders.
Stoic Advisory Inc. and Solidum Capital Advisors are acting as financial advisor to Cresco Labs. A.G.P./Alliance Global Partners provided a fairness opinion to Cresco Labs' Board of Directors. Bennett Jones LLP is acting as Canadian legal advisor to Cresco Labs. Paul Hastings LLP is acting as US legal advisor to Cresco Labs.
Canaccord Genuity is acting as financial advisor to Columbia Care and provided a fairness opinion to the Columbia Care Board. Stikeman Elliott LLP is acting as Canadian legal advisor to Columbia Care. Foley Hoag LLP is acting as US legal advisor to Columbia Care.
Conference Call and Investor Presentation
Cresco Labs will host a conference call and webcast to discuss the financial results and the Arrangement Agreement this morning at 8:30am EST. The Company will provide prepared remarks followed by a Q&A session with Charles Bachtell, CEO of Cresco Labs, Dennis Olis, CFO of Cresco Labs, Greg Butler, CCO of Cresco Labs, and Nick Vita, CEO of Columbia Care. In addition, the Company has posted an investor presentation with key highlights of the transaction to its investor website .
Dial-in : 1-844-200-6205 (Toll Free), 1-646-904-5544 (US Local), +1 929-526-1599 (Other)
Archived access to the webcast will be available for one year on the Cresco Labs investor relations website.
Cresco Labs is one of the largest vertically integrated multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods ("CPG") approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted national brands, including Cresco, High Supply, Mindy's Edibles, Good News, Remedi, Wonder Wellness Co. and FloraCal Farms. Sunnyside, Cresco Labs' national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry's largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at www.crescolabs.com . For Cresco Labs downloadable B-roll click here .
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Columbia Care is one of the largest and most experienced cultivators, manufacturers and providers of cannabis products and related services, with licenses in 18 U.S. jurisdictions and the EU. Columbia Care operates 131 facilities including 99 dispensaries and 32 cultivation and manufacturing facilities, including those under development. Columbia Care is one of the original multi-state providers of medical cannabis in the U.S. and now delivers industry-leading products and services to both the medical and adult-use markets. In 2021, the company launched Cannabist, its new retail brand, creating a national dispensary network that leverages proprietary technology platforms. The company offers products spanning flower, edibles, oils and tablets, and manufactures popular brands including Seed & Strain, Triple Seven, gLeaf, Classix, Press, Amber and Platinum Label CBD. For more information on Columbia Care, please visit www.col-care.com .
Additional Information and Where to Find It
In connection with the proposed transaction, Columbia Care will file a management information circular and proxy statement on Schedule 14A containing important information about the proposed transaction and related matters. Additionally, Columbia Care and Cresco Labs will file other relevant materials in connection with the proposed transaction with applicable securities regulatory authorities. Investors and security holders of Columbia Care are urged to carefully read the entire management information circular and proxy statement (including any amendments or supplements to such documents) when such document becomes available before making any voting decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The Columbia Care management information circular and proxy statement will be mailed to Columbia Care shareholders, as well as be accessible on the EDGAR and SEDAR profile of Columbia Care.
Investors and security holders of Columbia Care will be able to obtain a free copy of the management information circular and proxy statement, as well as other relevant filings containing information about Columbia Care and the proposed transaction, including materials that will be incorporated by reference into the management information circular and proxy statement, without charge, at the Securities and Exchange Commission's (the "SEC") website ( www.sec.gov ) or from Columbia Care by going to Columbia Care's Investor Relations page on its website at https://ir.col-care.com/ .
Columbia Care and certain of its respective directors, executive officers and employees may be deemed to be participants in the solicitation of Columbia Care proxies in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Columbia Care shareholders in connection with the proposed transaction will be set forth in the Columbia Care management information circular and proxy statement for the proposed transaction when available. Other information regarding the participants in the Columbia Care proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, will be contained in such management information circular and proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Copies of these documents may be obtained, free of charge, from the SEC or Columbia Care as described in the preceding paragraph.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to each party's expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs and include statements regarding Cresco Labs and Columbia Care's expected financial performance, the combined operations and prospects of Cresco Labs and Columbia Care, the current and projected market and growth opportunities for the combined company, and the timing and completion of the transaction, including all the required conditions thereto. Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on Cresco Labs and Columbia Care's current projections and expectations about future events and financial trends that they believe might affect their financial condition, results of operations, prospects, business strategy and financial needs, and on certain assumptions and analysis made by each party in light of the experience and perception of historical trends, current conditions and expected future developments and other factors each party believes are appropriate. Forward looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements to be materially different from future events, results, performance, and achievements expressed or implied by forward looking information and statements herein, including, without limitation, the risks discussed under the heading "Risk Factors" in Cresco Labs Annual Report on Form 40-F for the year ended December 31, 2020, as amended, filed with the with the SEC on EDGAR, Columbia Care's Form 10 dated February 15, 2022, filed with the with the SEC on EDGAR and other documents filed by Cresco Labs and Columbia Care with Canadian and U.S. securities regulatory authorities on SEDAR and EDGAR, respectively. Although Cresco Labs and Columbia Care believe that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, Cresco Labs and Columbia Care assume no obligation and disclaim any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise.
1 Number is before divestitures and based on Q4 2021 actual results or consensus estimates where actuals are not available, annualized.
2 Footprint includes 17 states and the District of Columbia.
3 Cresco, as a standalone entity, holds #1 position in flower, vape and concentrates.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220323005424/en/
Media: Jason Erkes, Cresco Labs Chief Communications Officer press@crescolabs.com
Investors: Megan Kulick Senior Vice President Investor Relations investors@crescolabs.com
For general Cresco Labs inquiries: 312-929-0993 info@crescolabs.com
Investor Contact Lee Ann Evans Investor Relations ir@col-care.com
Media Contact Lindsay Wilson Communications media@col-care.com
News Provided by Business Wire via QuoteMedia
Mexico has been called one of the next frontiers for the cannabis industry. The emerging economy seems open to the possibility of a fully legalized cannabis program, and that has attracted investor attention.
In a February panel, experts gathered to discuss what may be on the horizon when it comes to Mexico and its cannabis future. The panel was hosted online by the Arcview Group, a cannabis investment association.
Cannabis has gone through a complicated legal procedure in Mexico that has decriminalized the drug for medical and private recreational use in small doses.
In 2018, Mexico's supreme court found the law prohibiting recreational cannabis use unconstitutional, resulting in a legal vacuum that meant Congress was tasked with coming up with a new law regarding cannabis.
While many expected this would lead to the creation of an official cannabis program, that has not yet actually happened, as there have been delays on the expected new law.
In June 2021, the supreme court voted eight to three in favor of decriminalizing recreational cannabis use in private settings. However, there’s still a long way to go for there to be a thriving open market.
“Nothing is really moving right now,” Lorena Beltran, founder and director of CannabiSalud, a medical cannabis symposium in Mexico, said during the panel.
Steve DeAngelo, a well-known cannabis business and activist figure, explained to the audience that he has high expectations for markets like Mexico when it comes to cannabis opportunities.
“The Spanish-speaking world is going to be a major, major market for cannabis,” he said.
When asked what the investment environment is like for cannabis ventures in Mexico, DeAngelo responded to host Jeff Finkle, CEO of the Arcview Group, by describing it as nascent.
“But it’s happening,” DeAngelo said. "I’m in conversations with one fund now that has already taken in capital and has already made investments and is focusing mainly now on what they can (invest in), which is mostly ancillary cannabis-related businesses as opposed to any plant-touching business, because it’s just not investable there yet."
Geoff Trotter, chief growth officer and co-founder of Regennabis, also expressed a lot of support for the potential opportunity attached to the Mexican cannabis market.
For her part, Beltran explained she is not convinced that enough movement is on the way when it comes to Mexico’s cannabis direction. “I’m the person that tries to be positive ... Every year I say, ‘This is the year, this is the year,’” she told her fellow panelists. “But it’s hard to know.”
When discussing the potential relationship between Mexico and the US, DeAngelo said he is curious to see how leading US companies will engage in international ventures if legally allowed.
“I think that US companies either get involved with Mexican companies and support them and see them as their gateway to the Spanish-speaking global market, or those companies will turn into threats," he said.
Hernan Gonzales-Moneta, a partner with law firm Duane Morris, said he’s very intrigued about what happens in a hypothetical world in which Mexico opens the doors to cannabis from a federal perspective while its biggest commercial partner and ally, the US, continues to sit on the sidelines federally.
While cannabis programs are widely available throughout the US on a state-by-state level, on a federal level the drug is still considered an illicit substance and its commerce is technically still blocked.
When it comes to countries legalizing drugs like cannabis for adult use and allowing them to thrive on a larger level, political sentiment plays a key role. Beltran explained that Mexico's current president, Andres Manuel Lopez Obrador — or AMLO as he’s most commonly referred to — is not very keen on seeing adult-use legalization.
Mexico appears to be on the brink of attracting a higher level of investment interest and business opportunities thanks to cannabis. However, right now the landscape remains uncertain in the country as experts debate whether regulators are likely to open up the program sooner rather than later.
Don’t forget to follow us @INN_Cannabis for real-time updates!
Securities Disclosure: I, Bryan Mc Govern, hold no direct investment interest in any company mentioned in this article.
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