Vireo Growth has closed its previously-announced transactions to acquire Utah-based WholesomeCo Cannabis and the Arches proprietary technology and analytics platform.
Total consideration for the transactions was $69.8 million, paid in the form of 134.2 million Subordinate Voting Shares of Vireo at a reference price per share of $0.52. The purchase price of the Wholesome transaction represents a multiple of 4.175x 2024 "Reference EBITDA" of $16 million. The Wholesome transaction is subject to clawback provisions if they don't meet performance milestones as of December 31, 2026. The selling shareholders all agreed to voluntary share lock-up provisions, with tranches of shares unlocking over a 33-month period.
The acquisitions of Wholesome and Arches are expected to further strengthen the Company's profitability profile and provide a unique opportunity to build competitive advantages in other markets with a proprietary technology and analytics platform. Vireo management continues to expect that its other pending merger transactions will close during the second quarter.
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