New York -- Canopy Growth Corporation, the leading global cannabis company has announced a plan to purchase U.S.-based Acreage Holdings, a multi-state cannabis operator. The definitive arrangement agreement, signed on April 18, 2019, grants Canopy Growth the right to acquire 100 percent of the shares of Acreage at such time as cannabis production and sale becomes federally legal in the United States. The transaction, on which Paul Hastings advised Canopy Growth, is valued at $3.4 billion on a fully-diluted basis and is one of the most complex M&A transactions ever announced in the cannabis industry.
Under the terms of the deal, Canopy Growth will provide Acreage shareholders an up-front cash payment of $300 million. Once the deal is finalized, holders of Acreage voting shares will receive approximately .58 shares of Canopy for each Acreage voting share. The transaction is contingent upon the federal legalization of cannabis in the United States within 90 months from the up-front payment being made.
“Today we announce a complex transaction with a simple objective. Our right to acquire Acreage secures our entrance strategy into the United States as soon as a federally-permissible pathway exists,” said Bruce Linton, Chairman and co-CEO, Canopy Growth. “By combining Acreage’s management team, licenses and assets with Canopy Growth’s intellectual property and brands, there will be tremendous value creation for both companies’ shareholders.”
In parallel with Canopy Growth’s proposed acquisition of Acreage, the company is actively establishing U.S. hemp operations. These include hemp cultivation, extraction, processing, and packaging products for sale across the United States, where permissible by regulations. In October of 2018, Canopy announced an agreement to acquire the assets of ebbu, Inc., a Colorado-based hemp research leader.