BOCA RATON: Jushi Holdings Inc. has reached a definitive binding agreement to acquire Nature’s Remedy of Massachusetts Inc. and certain of its affiliates, a vertically-integrated single state operator in Massachusetts, for total consideration of up to US$110 million.
Nature’s Remedy currently operates two retail dispensaries, in Millbury, MA and Tyngsborough, MA, and a 50,000 sq. ft. cultivation and production facility in Lakeville, MA with approximately 19,500 sq. ft. of high-quality indoor flower canopy and state-of-the-art extraction and manufacturing capabilities.
“We are excited to announce that we have signed a definitive agreement to acquire Nature’s Remedy, a vertically integrated business operating high-quality, well-managed assets in Massachusetts,” said Jim Cacioppo, Chief Executive Officer, Chairman and Founder of Jushi.
“Our entrance into Massachusetts will mark the seventh state where we operate cannabis assets and the third state where we are vertically integrated. This acquisition will enable us to rapidly build scale in an important, maturing adult-use market with a defensible retail position and a solid cultivation footprint with significant opportunities to expand. Upon closing, we look forward to working with the current management team to maximize Nature’s Remedy assets, while introducing our own best-in-class brands and high-quality products to the Massachusetts market.”
Under the terms of the agreement, Jushi has agreed to acquire Nature’s Remedy for an upfront payment of US$100 million (subject to purchase price adjustments as set forth in the Agreement), comprised of US$40.0 million in cash, US$55.0 million in subordinate voting shares of the Company and a US$5.0 million unsecured promissory note.
The Company has also agreed to issue up to an additional US$10.0 million in Company Shares upon the occurrence or non-occurrence of certain conditions after the closing date, bringing the total potential consideration for the Acquisition paid by the Company to US$110 million.
The purchase price (inclusive of the full US$10.0 million of Additional Consideration) is expected to represent a multiple of approximately 4.5 to 5.0x Nature’s Remedy’s full year 2021 EBITDA3 and approximately 2.9 to 3.2x Nature’s Remedy’s full year 2022 EBITDA.3
The Acquisition, which is expected to close in the second half of 2021, is subject to certain customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act and approvals from other applicable regulatory authorities.