Jushi Holdings Inc. (CSE: JUSH) (OTCMKTS: JUSHF), a vertically integrated, multi-state cannabis operator, announced today that it is commencing an overnight marketed offering (the “Offering”) of subordinate voting shares (the “Offered Securities”) of the Company.
The Offered Securities will be offered in each of the Provinces of Canada, other than Québec, pursuant to a prospectus supplement to the Company’s base shelf prospectus dated October 9, 2020 (the “Prospectus”) and in the United States on a private placement basis to “qualified institutional buyers” pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).
The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to market and other customary conditions, including requirements of the Canadian Securities Exchange.
In addition, the Company intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the Offered Securities pursuant to the proposed Offering on the same terms and conditions.
The Company intends to use the net proceeds of the Offering for potential strategic transactions, which may include the acquisition of the 93,000 square foot facility in Prince William County, Virginia operated by the Company’s wholly-owned subsidiary and properties adjacent to the facility, as well as for general corporate purposes. It is anticipated that the purchase price of the facility and adjacent properties will be approximately US$20 million. Subject to regulatory approvals, the acquisition, together with the planned build-out of the facility, will enable the Company to efficiently produce a consistent supply of medical products as patient access improves and as the medical program matures and expands. In addition, the Company intends to use up to 33% of the net proceeds to partially repay certain of the Company’s outstanding senior secured notes in accordance with their terms. If the Over-Allotment Option is exercised, any additional net proceeds will be allocated to general corporate purposes, including working capital or business development, and such partial note repayment, as applicable.
As the Company is in preliminary talks with respect to the Virginia real estate acquisitions described above, it has entered into certain, but not all, associated definitive agreements with respect to same, and has not yet sought regulatory approvals necessary to complete the planned build-out, no assurances can be given that such acquisitions will be completed or that such acquisitions will be completed on the terms described above.
Canaccord Genuity Corp. is acting as sole bookrunner for the Offering.
Copies of the Prospectus, following filing thereof, may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1. The Prospectus contains important detailed information about the Company and the proposed Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The subordinate voting shares have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Offered Securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Board of Directors Update
Jushi also announced that Max Cohen, member of the Board of Directors, has informed the Company of his decision to step down from the Board effective February 9, 2021.
Jim commented, “On behalf of the team and Board, I would like to extend our heartfelt appreciation to Max for his support and commitment to help build Jushi into the company that we are today. Max joined Jushi through its acquisition of the ClinicTM in June 2019, and helped establish our best-in-class cultivation, processing and retail operations. We appreciate Max’s commitment to Jushi by agreeing to lock up his personal holdings until mid-year 2021 thereby showing his commitment to Jushi and his confidence in the Company’s future success. We wish him the best in all of his future pursuits.”
Max Cohen added, “Together we have built one of the best positioned operators in the Cannabis industry, and under the stewardship of the strong management team currently in place, Jushi is well positioned to extend its success. I look forward to continuing to watch the team execute on the incredible opportunity ahead.”
