TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that it has entered into a definitive agreement to acquire KISA Enterprises MI, LLC and KISA Holdings, LLC (“Pinnacle”), a dispensary operator in Michigan, and related real estate, for total consideration of US$28.5 million (the “Transaction”). The Transaction is expected to be immediately accretive to TerrAscend on both a Sales and EBITDA basis.
The Transaction includes six retail dispensary licenses, five of which are currently operational and located in the cities of Addison, Buchanan, Camden, Edmore, and Morenci. TerrAscend intends to rebrand each of the dispensaries under either the Gage or Cookies retail brand, depending on location. All of the dispensaries will carry the entire family of Cookies and Gage branded products including, but not limited to the Cookies, Lemonnade, Runtz, PowerzzzUp, Minntz and Grandiflora lines. The Transaction expedites TerrAscend’s expansion into parts of Michigan that currently have limited access to Gage and Cookies branded retail locations. Following the close of the Transaction, TerrAscend’s retail footprint will increase to 17 dispensaries in Michigan and 32 dispensaries nationwide.
“We are excited to begin working with the Pinnacle team and can’t wait to roll out our high-quality Gage and Cookies branded products at these dispensaries,” said Jason Wild, Executive Chairman of TerrAscend. “Michigan is a key market for us. This acquisition exemplifies our strategy of building depth to solidify our retail leadership while expanding profitability and scale in the state.” Transaction Details
Total consideration for the Transaction is US$28.5 million dollars (the “Purchase Price”), plus earnout amounts payable upon achievement of certain post-closing milestones. The Transaction will be completed on a cash-free, debt-free basis with a mutually agreed upon normalized target level of working capital.
The Purchase Price will be comprised of a mix of cash, two promissory notes in an aggregate amount of US$10 million, and stock. Under the terms of the agreement, TerrAscend will pay US$10 million in cash to pay down all Pinnacle liabilities and encumbrances and US$8.5 million in stock at closing, with the remaining US$10 million paid via the promissory notes. The notes will be recourse only to shares and assets of Pinnacle.
The Transaction is subject to, among other things, the approval and receipt of all required CSE, regulatory and court approvals.
