Ayr Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“Ayr” or the “Company”), a vertically-integrated cannabis multi-state operator (MSO), has entered into an agreement to acquire Gentle Ventures, LLC d/b/a Dispensary 33 (“Dispensary 33”), and certain of its affiliates that collectively own and operate two licensed retail dispensaries in Chicago, Illinois.
“In any market where we operate, our goal is to develop scale and meaningful presence,” said Jonathan Sandelman, Founder, Chairman and CEO of Ayr. “Today’s announcement builds on our existing foundation in Illinois, which we began building just a few months ago with the proposed acquisition of two stores in Quincy, Illinois. Since then, we have sought opportunities to deepen our presence, beginning with our social equity partner, Land of Lincoln, which was selected for a dispensary license in Bloomington, and today’s proposed acquisition of Dispensary 33 in Chicago, which, when completed, will give us a presence in two of Chicago’s most desirable neighborhoods. We will continue to seek opportunities to expand in Illinois.”
Dispensary 33 operates two locations in Chicago, one on the lively N Clark Street in the Andersonville neighborhood, and the other on W Randolph Street in West Loop, a former industrial meatpacking district that has become one of Chicago’s most popular neighborhoods for restaurants, nightlife and hospitality.
Ayr intends to acquire the equity interests in Dispensary 33 (the “Equity Interests”) pursuant to a definitive purchase and sale agreement (the “Purchase Agreement”) proposed to be entered into between Ayr, its affiliate, and Dispensary 33 and the holders of 100% of the equity interests’ holders of Dispensary 33 (collectively, the “Sellers”). Purchase consideration is expected to consist of $55 million upfront, including $12 million of cash, $3 million of sellers notes and $40 million of stock. An earn-out is payable if certain Adjusted EBITDA performance is achieved through Q3 2022.
The acquisition is subject to customary closing conditions and regulatory approvals, as well as the execution of the Purchase Agreement.
