US (MN): Vireo completes acquisition of Deep Roots

Vireo Growth has closed its previously-announced transaction to acquire Nevada-based Deep Roots Holdings.

Deep Roots was founded in 2023 and is a consistently solid operator in Nevada's mature cannabis market, with a 54,000 square foot cultivation and manufacturing facility and ten active retail dispensaries. The company maintains strong relative performance due to favorable contributions from strategically situated stores in Southern Nevada on the Utah border, and also holds equity and debt investments in a retail chain in California, and a vertical operator in Ohio and Massachusetts.

Total consideration for the transaction was $132.7 million, paid in the form of 255.2 million Subordinate Voting Shares of Vireo at a reference price per share of $0.52. The purchase price of the Deep Roots transaction represents a multiple of 4.175x 2024 "Closing EBITDA" of $30 million. The transaction is subject to clawback provisions if 2026 EBITDA is below Closing EBITDA as of December 31, 2026. The selling shareholders all agreed to voluntary share lock-up provisions, with tranches of shares received in connection with the closing unlocking over a 33-month period.