Tilray has entered into a definitive agreement pursuant to which Tilray, through a wholly-owned subsidiary, will acquire all of the issued and outstanding securities of Natura Naturals Holdings, the parent company of a licensed cultivator of cannabis.
As a result of the acquisition, if completed, Tilray will obtain Natura’s 662,000 square-foot greenhouse cultivation facility, of which 155,000 square-feet are currently licensed, and all subsequent cannabis output from this facility. Natura, through a wholly-owned subsidiary located in Leamington, Ontario, is a licensed cultivator under the Cannabis Act specializing in the greenhouse cultivation of cannabis.
Under the terms of the definitive agreement and subject to certain customary adjustments, Tilray will deliver C$35 million at closing, comprised of C$15 million in cash and C$20 million in Tilray Class 2 common stock. Natura shareholders will receive their pro rata portion of the C$15 million closing cash amount, after the deduction of certain transaction expenses incurred by Natura and subject to applicable withholding taxes. Upon Natura reaching certain quarterly production milestones over the following twelve-month period, up to C$35 million of Tilray common stock may become payable resulting in a total purchase price of C$70 million if fully achieved.
“We’re very pleased to have an agreement in place that allows us to expand our capacity to supply high-quality branded cannabis products to the Canadian market,” said Brendan Kennedy, Tilray President and CEO. “Through an extensive and thorough search for the right supply partner, we’re pleased to have come to a mutually-beneficial agreement with Natura.”
Prior to signing the definitive agreement, Tilray conducted extensive due diligence on Natura’s cultivation facility and cannabis products. Prior to distribution, all cannabis products produced at the Natura facility will adhere to Tilray’s quality assurance standards. The increased supply from Natura will allow Tilray to expand its capacity to supply the Canadian market with branded cannabis products.
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