TerrAscend Announces the Acquisition of Ilera Healthcare
— Ilera’s existing income run-price is more than US$43 million¹, up from total sales in 2018 of significantly less than US$eight million¹.
— State-of-the-art, completely integrated seed-to-sale operator in Pennsylvania adds to TerrAscend’s international portfolio of operations across several U.S. States, Canada and the EU.
— Ilera’s group members will continue in their existing roles and join TerrAscend’s swiftly expanding US operations.
—The Corporation appears forward to providing updated 2019 income guidance in the coming weeks, which will contain projections for Ilera’s sales contribution post the transaction’s targeted close in the 4th quarter.
TORONTO, Aug. two, 2019 /CNW/ – TerrAscend Corp. (CSE: TER OTCQX: TRSSF) (“TerrAscend” or “the Company”), the initially and only international cannabis organization licensed for sales in Canada, the US, and the EU, nowadays announced the signing of a definitive agreement to obtain Ilera Healthcare (“Ilera”), one particular of 5 vertically-integrated cannabis cultivator, processor, and dispensary operators in Pennsylvania, with such vertically-integrated licenses also referred to as “Super Licenses” in the state.
Ilera’s cultivation and processing facility in Waterfall, PA involves a genetic library of more than 170 cannabis strains, a state-of-the-art greenhouse developed for optimal plant development and minimal environmental effect, clean CO2 and ethanol extraction capabilities, and major-edge packaging technologies. Ilera’s dispensary in Plymouth Meeting, PA was developed to develop a welcoming, secure, and safe atmosphere for individuals. In the subsequent six months, the organization expects to open two extra dispensaries in Area 1, which involves Lancaster, Philadelphia, Chester, Bucks, Berks, Delaware and Schuylkill counties. In addition to promoting its merchandise in its personal dispensary, Ilera distributes its dried flower, concentrates, tinctures, and topicals to 50 of Pennsylvania’s 52 healthcare cannabis dispensaries.
TerrAscend has agreed to obtain 100% of the equity of Ilera for total consideration of amongst US$125-$225 million, paid in a mixture of money and TerrAscend shares. On closing, TerrAscend will spend to the sellers US$25 million in money, topic to customary closing adjustments, and an extra US$25 million worth of proportionate voting shares in the equity of TerrAscend equivalent to about five,059.102 proportionate voting shares (which are every exchangeable for 1,000 TerrAscend widespread shares, getting issued at an issuance value of US$ four.94 per share, primarily based on the 45 day volume-weighted typical trading value of TerrAscend’s widespread shares as of Monday, July 29, 2019 of C$six.5307 and an exchange price of C$1.3216 per US$1.00). Added money consideration of up to US$175 million² in aggregate could be paid to the sellers primarily based on Ilera attaining particular specified income and profitability targets, with staged payments getting produced in 2020 and 2021. The transaction is anticipated to close in the 4th quarter of 2019, topic to regulatory approvals by the Pennsylvania Division of Wellness as effectively as particular customary closing circumstances.
TerrAscend reiterates its existing 2019 guidance of income in excess of CAD$135 million on its existing enterprise, which does not contemplate contribution from the Ilera transaction. The Corporation appears forward to providing updated 2019 income guidance in the coming weeks, which will contain projections for Ilera’s sales contribution post the transaction’s targeted close in the 4th quarter.
Ilera’s senior operating group – like CEO Greg Rochlin, Director of Cultivation Andrew Sack, and Chief Scientific Officer Oludare Odumosu– will continue in management positions and are anticipated to function inside the broader TerrAscend organization. All the staff at the company’s Waterfall cultivation and manufacturing internet site and their Plymouth Meeting dispensary internet site are anticipated to join TerrAscend’s swiftly expanding US operations. Ilera is presently the second biggest employer in Waterfall, PA.
Today’s news marks a further vital step forward in our U.S. expansion approach. Greg Rochlin and the rest of the Ilera group have constructed a substantial enterprise that delivers higher high quality, secure, efficacious medicine to individuals via scientific innovation, operational integrity, and most effective-in-class patient education and service. Their group brings robust operating practical experience and scientific information that will be invaluable as we scale our enterprise in the U.S. and beyond. We see terrific possible in bringing Ilera brands and formulations to the other jurisdictions in which we operate.
Matthew Johnson, President of TerrAscend Corp., and TerrAscend USA, Inc.
We also program on launching California-born Valhalla Confections and State Flower brands and our major premium Canadian cannabis brand, Haven St. into the Pennsylvania industry. We are thrilled to have identified a group that shares in TerrAscend’s values and vision and appear forward to operating with each other with Greg and his group as we continue to create the major North American Operator (NAO) in the cannabis space.
“It’s clear that we’ve identified a terrific strategic and cultural match with TerrAscend,” mentioned Greg Rochlin, CEO of Ilera. “We’re proud of the organization we’ve constructed and we’re excited to have identified a companion who recognizes the high quality and possible of our seed-to-shop operations. TerrAscend’s roots in overall health sciences and their commitment to innovation and high quality make them the best companion for us as we develop our enterprise. We’re excited to turn out to be component of this inspirational group which has produced substantial progress in becoming one particular of the major firms in the sector, whilst placing individuals initially.”
Our board is actually excited and completely supports this transaction. Collectively Ilera and TerrAscend bring a wealth of information and knowledge to the industry. Our alignment will give an even higher service of care to individuals in our state.
Osagie Imasogie, Chairman of the Board for Ilera Healthcare
TerrAscend offers high quality merchandise, brands, and solutions to the international cannabinoid industry. As the initially North American Operator (NAO) with scale operations in each Canada and the US, the Corporation participates in the healthcare and legal adult use industry across Canada and in a number of US states exactly where cannabis has been legalized for therapeutic or adult use. Also, TerrAscend will quickly be the initially and only cannabis organization with sales in the US, Canada, and Europe as it has received EU GMP certification for its manufacturing facility in Mississauga, Ontario. TerrAscend operates a quantity of synergistic firms, like The Apothecarium, an award-winning cannabis dispensary with a number of retail areas in California and Nevada Arise Bioscience Inc., a manufacturer and distributor of hemp-derived merchandise Ascendant Laboratories Inc., a biotechnology and licensing organization committed to the continuous improvement of cannabinoid expressing plants Solace RX Inc., a proposed Drug Preparation Premises (DPP) focused on the improvement of novel formulations and delivery types and Valhalla Confections, a manufacturer of premium cannabis-infused edibles. For far more information and facts, pay a visit to https://www.terrascend.com
About Ilera Healthcare
Ilera Healthcare is Pennsylvania’s premier healthcare marijuana cultivator, processor and dispenser, providing individuals registered in the Pennsylvania Healthcare Marijuana plan with merchandise that give the relief they want to lead healthier lives. Ilera Healthcare operates its principal dispensary in Plymouth Meeting, Pennsylvania, with plans to open two extra dispensary web-sites in Pennsylvania inside the year. By means of their state-of-the-art cultivation, extraction, and processing facility in Waterfall, Pennsylvania, Ilera Healthcare strives to drive healthcare advancements via its formulations and shape the future of healthcare marijuana-primarily based therapies. For far more information and facts about Ilera Healthcare, pay a visit to http://www.ilerahealthcare.com.
¹Based on unaudited monetary statements ready in accordance with U.S. GAAP.
²Such money consideration will be paid out of operating capital and / or subsequent financing proceeds.
Original press release
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