On January 19, 2022 Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, reported the completion of its previously announced acquisition of Bloom Dispensaries ("Bloom"), a vertically integrated, single state cannabis operator in Arizona (the "Transaction") (Press release, Curaleaf Holdings, JAN 19, 2022, View Source [SID1234606759]). With the close of the Transaction, Curaleaf’s retail footprint has reached 13 dispensaries in Arizona and 121 nationwide.
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Boris Jordan, Executive Chairman of Curaleaf, stated, "Bloom is an excellent strategic fit for Curaleaf as it further expands our capacity and retail footprint in Arizona with an attractive set of assets, enabling us to better serve the state’s US$1.4 billion-plus annual market opportunity. Adding to these benefits, Bloom will be immediately accretive to our adjusted EBITDA margins. On behalf of the Board of Directors and management team, I am pleased to officially welcome Bloom to the Curaleaf family."
Joseph Bayern, CEO of Curaleaf, stated, "We are very excited to complete our acquisition of Bloom. Bloom is an ideal asset to expand Curaleaf’s presence in Arizona having built a strong and profitable business by consistently delivering the highest quality products to the market. Arizona represents a significant market opportunity with strong long-term growth potential, and we believe the combination of our two companies will enable Curaleaf to accelerate our growth strategy in the state."
Bloom Dispensaries Highlights:
·2021 revenue of approximately US$66 million and EBITDA margins of more than 40%.
·Four retail dispensaries located in the cities of Phoenix, Tucson, Peoria, and the only dispensary currently in Sedona.
·Two adjacent cultivation and processing facilities located in north Phoenix totaling approximately 63,500 sq. ft. of space.
Transaction Details:
Under the terms of the agreement, Curaleaf paid an aggregate purchase price of approximately US$211 million on a cash and debt free basis with target working capital. The purchase price is subject to standard adjustments based on the actual working capital in the company at close. The purchase price will be paid US$51 million in cash at close, with the remaining approximately US$160 million to be paid through the issuance three promissory notes of US$50 million, US$50 million, and US$60 million due, respectively, on the first, second and third anniversary of closing of the Transaction. At the option of the sellers of Bloom, the third promissory note may be paid by the Company by issuing up to 4,881,392 subordinate voting shares of Curaleaf Holdings at a fixed price of US$13.85 per share on the third anniversary of closing. The notes will be recourse only to shares and assets of Bloom and will not be guaranteed by any Curaleaf entity.