Canaccord Genuity Growth Corp. and Columbia Care LLC Announce the Intent to Pursue a Business Combination
TORONTO, Oct. 17, 2018 /CNW/ – Canaccord Genuity Growth Corp. (“CGGC”) (NEO: CGGC.UN) and Columbia Care LLC (“Columbia Care”) are pleased to announce that they have entered into a letter of intent (“LOI”) to exclusively negotiate a business combination between the two companies (the “Business Combination”).
“Columbia Care has one of the largest portfolios of fully-integrated medical cannabis licenses in the U.S. Coupled with supporting state-issued Schedule I bulk manufacturing and industrial hemp licenses, Columbia Care brings market-leading operational expertise, a unique portfolio of intellectual property, brands and products and the largest cannabis patient database in the U.S. We are confident that Columbia Care is well positioned to accelerate its leadership position in this industry, not only in the U.S., but globally,” said Michael Shuh, Chairman and Chief Executive Officer of Canaccord Genuity Growth Corp. “Nicholas Vita, Michael Abbott and the rest of the Columbia Care team have built a truly impressive business, and we believe it will deliver excellent and ongoing value for its shareholders.”
Pursuing this combination is a natural extension of Columbia Care’s core strategy to lead the development of the global cannabis industry. This opportunity is unique in that it combines the depth and credibility of two market leading organizations and leverages their relative expertise and connectivity in the Cannabis industry. In addition, increased access to capital will enhance Columbia Care’s position to innovate, drive consolidation and expand beyond U.S. borders.
Nicholas Vita, co-founder and chief executive officer of Columbia Care.
Accessing the public equity capital markets will reinforce our leadership role by combining the disciplined application of a permanent capital base with operating acumen and unparalleled patient focus. This step will strengthen our institutional priorities, which have always been and will continue to be our patients, stakeholders and our commitment to quality, innovation and leadership. We look forward to continuing to expand access to our portfolio of proprietary services and the highest-quality, most innovative products on the market.
Transaction Valuation
For purposes of the Business Combination, the parties have agreed that CGGC shall be valued at C$60.7 million and that Columbia Care shall be valued at US$1.35 billion.
CGGC also announced an institutional private placement of US$35 million of Class B Shares of CGGC at a price of US$2.30 (equivalent to approximately CDN$3.00) per share issuable immediately prior to, and conditional on, completion of the Business Combination (the “Private Placement”). The Private Placement remains subject to the approval of Aequitas NEO Exchange Inc. (the “NEO Exchange”).
Columbia Care Business
Founded in 2012, Columbia Care has become the largest fully-integrated multi-state medical cannabis operator in the U.S. Columbia Care has the most expansive portfolio of licenses for the production and sale of medical cannabis in the U.S., including in key limited license jurisdictions, such as New York, Florida and Virginia. As the premier leader in the U.S. medical cannabis market, Columbia Care conducts over 50,000 successful patient transactions per month. In total, Columbia Care now holds 33 licenses across 13 states, a footprint that provides access to over 50% of the U.S. population, a market which is expected to grow to US$100 billion in size with over 50 million customers in the next 10 years.
Today, Columbia Care has a portfolio of over 60 dispensaries and 16 cultivation/manufacturing facilities including co-located licenses that are in various stages of operation and development, all of which will be operational by the end of 2019. Columbia Care expects that its distribution success will continue within both medical-only frameworks, as well as under adult-use programs as they are implemented on a state-specific basis.
Complementary to its physical locations, Columbia Care also offers Columbia Care at Home™, an innovative program designed to eliminate barriers to product access by offering efficient, professional home delivery services, along with its proprietary, HIPAA compliant, online pharmacist video portal, to all approved recipients. The program is currently running in New York and Florida, but is expected to be introduced in Arizona, Massachusetts, Delaware, Maryland, Virginia and California in the coming months.
Columbia Care’s merchandising strategy has centered around its portfolio of pharmaceutical-quality formulated product brands, which represent a market segment exhibiting rapid growth and attractive margin profiles. Columbia Care also has an extensive portfolio of lifestyle and wellness cannabis brands. Columbia Care manufactures and distributes over 20 brands through its national network.
Since its founding, Columbia Care has amassed the largest cannabis patient database in the U.S., an important driver in the company’s status as a leader in product innovation and the best research collaborator for its many, global development partners. Columbia Care also contributes to multiple research initiatives on the uses of medical cannabis, piloting and collaborating on studies in epilepsy, autism and pain management indications – all of which serve to validate various attributes of its many formats and formulations in a clinical setting. Columbia Care uses findings from this research as well as real patient outcomes to continuously improve its cannabis-based products.
Transaction Details
The proposed Business Combination is currently expected to be structured as an amalgamation, arrangement, share exchange or similar transaction. The final structure remains subject to tax, corporate and securities advice. The Board of Directors of the entity resulting from the combination will include the current Board of Directors of Columbia Care.
Pursuant to the LOI, the parties have agreed to an exclusivity period ending on November 15, 2018 during which the parties will negotiate in good faith a definitive agreement providing for the Business Combination. The proposed Business Combination remains subject to satisfactory due diligence, negotiation of definitive agreements on terms acceptable to the parties and certain other customary conditions, including receipt of all required third party consents, regulatory approvals (including the NEO Exchange), approval of shareholders of both parties, if applicable, and the issuance of a receipt by the Canadian Securities Administrators for a prospectus describing the resulting issuer. Although both sides remain committed to pursuing this combination, there can be no assurance that the transaction will be completed as proposed or at all.
Additional information concerning the structure of the Business Combination will be provided by way of press release upon execution of definitive documentation in respect of the combination. In connection with the approval of the transaction by its shareholders, CGGC is required to file and obtain a receipt for a long form prospectus that provides prospectus level disclosure of the resulting issuer, which prospectus would be filed on SEDAR and CGGC’s website.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933.
About Columbia Care LLC
Columbia Care is the U.S.’s largest and most experienced manufacturer and provider of medical cannabis products and services. The Company is licensed in highly selective and regulated jurisdictions and has completed more than 750,000 successful patient interactions since its inception. Working in collaboration with some of the most renowned and innovative teaching hospitals and medical centers in the world, Columbia Care is a patient-centered healthcare company setting the standard for compassion, professionalism, quality, caring and innovation for a rapidly expanding new industry. For more information on Columbia Care, please visit www.col-care.com.
About Canaccord Genuity Growth Corp.
Canaccord Genuity Growth Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying transaction on the NEO Exchange within a specified period of time.
