Acquisition to Include Two Retail Dispensaries and a Cultivation and Product Manufacturing Facility
Jushi to Enter Its Seventh State and Expand Retail Footprint to 19 Dispensaries Nationwide
BOCA RATON, Fla., April 19, 2021 – Jushi Holdings Inc. (“Jushi” or the “Company”) (CSE: JUSH) (OTCMKTS: JUSHF), a vertically integrated, multi-state cannabis operator announced that it has reached a definitive binding agreement (the “Agreement”) to acquire Nature’s Remedy of Massachusetts, Inc. and certain of its affiliates (collectively, “Nature’s Remedy”), a vertically-integrated single state operator in Massachusetts, for total consideration of up to US$110 million (the “Acquisition”). Nature’s Remedy currently operates two retail dispensaries, in Millbury, MA and Tyngsborough, MA, and a 50,000 sq. ft. cultivation and production facility in Lakeville, MA with approximately 19,500 sq. ft. of high-quality indoor flower canopy and state-of-the-art extraction and manufacturing capabilities (the “Lakeville Facility”).
“We are excited to announce that we have signed a definitive agreement to acquire Nature’s Remedy, a vertically integrated business operating high-quality, well-managed assets in Massachusetts,” said Jim Cacioppo, Chief Executive Officer, Chairman and Founder of Jushi. “Our entrance into Massachusetts will mark the seventh state where we operate cannabis assets and the third state where we are vertically integrated. This acquisition will enable us to rapidly build scale in an important, maturing adult-use market with a defensible retail position and a solid cultivation footprint with significant opportunities to expand. Upon closing, we look forward to working with the current management team to maximize Nature’s Remedy assets, while introducing our own best-in-class brands and high-quality products to the Massachusetts market [watch video here].”
Cultivation and Product Manufacturing Facility of Nature’s Remedy
The 50,000 sq. ft. Lakeville Facility is located within a 185,000 sq. ft. industrial complex. Currently, the Lakeville Facility’s flower canopy encompasses approximately 19,500 sq. ft., which Nature’s Remedy expects to expand to approximately 31,000 sq. ft. during the second half of 2021. The Lakeville Facility utilizes CO2 extraction and has a full kitchen for edible production. Current flower production at the Lakeville Facility is approximately 6,800 lbs. / year, which, as part of the expected expansion, Nature’s Remedy could increase to approximately 11,000 lbs. / year based on 31,000 sq. ft. of canopy. In addition to the above-mentioned expansion, Nature’s Remedy is evaluating further expansion opportunities in the existing Lakeville industrial complex and/or on ten acres of land owned by Nature’s Remedy in Grafton, MA. The Lakeville Facility could potentially accommodate an additional 18,000 to 20,000 sq. ft. of flower canopy through the expansion into approximately 26,000 sq. ft. of adjacent space in the existing building. In Grafton, MA, Nature’s Remedy has a Host Community Agreement in place with the city and recently received a provisional cultivation license from the Commonwealth. The ten acres of land in Grafton, MA could potentially accommodate a 35,000 to 40,000 sq. ft. new facility with approximately 18,000 sq. ft. of flower canopy. These expansions are subject to business evaluations and needs, and receipt of applicable regulatory approvals.
The Millbury dispensary is located in the town of Millbury, MA just south of Worcester, MA. The Millbury dispensary caters primarily to the local population and surrounding underserved areas. The Millbury dispensary provides ample parking for its patrons and is strategically situated along the Worcester-Providence Turnpike, which sees approximately 10,600 cars per day. The Millbury dispensary is located in close proximity to the Shoppes at Blackstone Valley, the largest open-air shopping center in Central Massachusetts, and the Mass Turnpike. Upon closing, Jushi will immediately implement its best-in-class, customer-focused retail approach at the Millbury dispensary, which includes its online reservation ordering platform.
Tyngsborough is located in northern Middlesex county just south of Nashua, New Hampshire. The Tyngsborough dispensary is strategically located in close proximity to the Pheasant Lane Mall, one of the largest malls in New Hampshire, as well as in close proximity to an exit on Route 3 / Northwest Expressway, which sees 60,000 to 80,000 cars per day. There is ample customer parking with potential for expansion. Upon closing, Jushi will immediately implement its best-in-class, customer-focused retail approach at the Tyngsborough dispensary, which includes its online reservation ordering platform.
Under the terms of the Agreement, Jushi has agreed to acquire Nature’s Remedy for an upfront payment of US$100 million (subject to purchase price adjustments as set forth in the Agreement), comprised of US$40.0 million in cash, US$55.0 million in subordinate voting shares of the Company (the “Company Shares”)1 and a US$5.0 million unsecured promissory note.2 The Company has also agreed to issue up to an additional US$10.0 million in Company Shares upon the occurrence or non-occurrence of certain conditions after the closing date (the “Additional Consideration”), bringing the total potential consideration for the Acquisition paid by the Company to US$110 million. The purchase price (inclusive of the full US$10.0 million of Additional Consideration) is expected to represent a multiple of approximately 4.5 to 5.0x Nature’s Remedy’s full year 2021 EBITDA3 and approximately 2.9 to 3.2x Nature’s Remedy’s full year 2022 EBITDA.3
The Acquisition, which is expected to close in the second half of 2021, is subject to certain customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act and approvals from other applicable regulatory authorities. Pursuant to the terms of the Agreement, the Company has the right to terminate the Agreement within 30 days of execution if the Company is not satisfied with its due diligence of Nature’s Remedy for any reason. In addition, the Company has the right to terminate the Agreement if the average of the daily volume weighted average price for a Company Share for the fifteen (15) trading days immediately preceding the closing date (the “Closing Share Price”) would be equal to or less than eighty percent (80%) of the average of the daily volume weighted average price for a Company Share for the fifteen (15) trading days immediately preceding the Agreement’s execution date (the “Execution Share Price”) and Nature’s Remedy has the right to terminate the Agreement if the Closing Share Price would be equal to or less than sixty percent (60%) of the Execution Share Price. There can be no assurance that the Acquisition will be completed.
1 Price per share calculation is equal to the average of the daily volume weighted average price for Company Share (in United States Dollars) on the fifteen (15) trading days immediately preceding the closing date, and which shall not be less than eighty-five percent (85%) of the closing price for a Company Share (in United States Dollars) on the trading day immediately preceding the closing date.
2 The promissory note provides for cash interest payments to be made quarterly, a five-year maturity and all principal and accrued and unpaid interest due at maturity.
3 See “Reconciliation of Non-IFRS Financial Measures” at the end of this press release for more information regarding the Company’s use of non-IFRS financial measures.