Planet 13 has entered into a membership interest purchase agreement dated August 28, 2023, to acquire all of the ownership interests of VidaCann from the sellers who currently own all of the membership interests in VidaCann.
VidaCann is engaged in the business of cultivating, processing, storing, transporting, and dispensing cannabis, as well as leasing and operating cannabis cultivation, processing, fulfillment, storage, and dispensing facilities in the State of Florida.
"Acquiring VidaCann would significantly accelerate our time to market and, more importantly, scale in Florida. VidaCann is one of the 10 largest Florida cannabis operators by retail network size, and we believe it has developed a reputation for high product quality and customer service," said Larry Scheffler, Co-CEO of Planet 13. "We are excited to bring Planet 13's retail and product brands to Florida consumers after the closing of the proposed transaction, especially with the possibility of upcoming adult-use legislation."
"Part of the appeal of this deal is the amazing management team of VidaCann that has built it into the 9th largest Florida cannabis company with limited debt or outside capital. We believe their ability to run lean, efficient operations is a cultural and strategic fit with Planet 13's company-wide philosophy and operations in other states," commented Bob Groesbeck, Co-CEO of Planet 13. "We laid out a set of goals at the beginning of the year, including using cost-effective M&A to accelerate time to market in Florida. We believe we are executing our goals and setting Planet 13 up to be a stronger company in 2024."
Pursuant to the Purchase Agreement, the company will acquire VidaCann from the sellers for agreed consideration equal to the sum of: (i) 78,461,538 common shares in the capital of the company (the "Base Share Consideration"); (ii) a cash payment of US$4,000,000 (the "Closing Cash Payment"); and (iii) promissory notes to be issued by the company to the Sellers in the aggregate principal amount of US$5,000,000, with each of the above components subject to adjustments as set out in the Purchase Agreement. Based on the closing price of the company's common shares of (CAD$0.69) US$0.5071 as of August 25, 2023, on the Canadian Securities Exchange (the "CSE") (based on the Bank of Canada CAD to USD exchange rate on August 25, 2023, of CAD$1.00=US$1.3606), the total consideration is valued at approximately US$48.9 million. The Purchase Agreement contemplates that VidaCann will continue to have US$3,000,000 of bank indebtedness and US$1,500,000 or less of related party notes to former VidaCann owners at the time of closing.