MedMen Enterprises Inc. and Chicago-based PharmaCann LLC have provided additional detail related to the binding letter of intent for MedMen to acquire all of PharmaCann’s outstanding equity interests. Under the terms of the Agreement, PharmaCann units will be exchanged for equity interests which will include the right to receive the Company’s Class B Subordinate Voting Shares, and which on a pro-forma basis will equal 25% of the then fully-diluted outstanding shares of the Company upon the closing of the transaction. The total transaction was valued at $682 million based on the closing price of the Company’s Class B Subordinate Voting Shares on October 9, 2018. No change of control to the Company will result upon the Closing. The Shares are expected to be subject to lock up agreements for a period of between 6-12 months.
The transaction is subject to regulatory approvals by various local and state authorities in each of the U.S. states where PharmaCann’s assets and licenses are held. The Closing is expected to take 6-12 months based on the receipt of the Approvals. In the event that certain Approvals are not obtained by the Closing, a portion of the Share consideration, as determined by the parties (but in no event more than 30% of the consideration), will be held in escrow until the Approvals are received, and such escrowed Shares shall be released to PharmaCann unitholders upon the receipt of such Approvals. In the event that an Approval is not able to be obtained within 24 months following the execution of definitive documentation, the parties shall will use commercially reasonable efforts to transition such license to a third party with any such proceeds going to the Company and any related escrowed shares released to PharmaCann unitholders.
Date: October 22, 2018
Source: Financial Post
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