The Smiths Falls, Ont. cannabis company announced Thursday that it had reached an agreement to buy Boulder, Colo.-based Wana Brands, but only if tetrahydrocannabinol (THC), the main psychoactive component in cannabis, becomes federally permissible in the U.S.
Several U.S. states have legalized recreational cannabis use, but it remains illegal under federal law.
“The right to acquire Wana secures another major, direct pathway into the U.S. THC market upon federal permissibility, and in Canada we’ll be adding the top-ranked cannabinoid gummies to our industry-leading house of brands,” said Canopy’s chief executive David Klein, in a statement.
The U.S. market has become increasingly attractive for Canadian cannabis brands as they eye new opportunities for revenue growth, after two years of layoffs, downsizings and facility closures at large pot producers including Canopy, Aurora Cannabis Inc. and Tilray Inc.
Pot companies are hoping that the U.S. federally legalizes cannabis, so they can quickly build on their experience in the Canadian market across the border.
In anticipation, Tilray purchased enough of U.S. cannabis retailer MedMen Enterprises Inc.’s convertible debt in April to yield a minority stake, when U.S. legalization occurs.
Hexo Corp. recently signed purchase and sale agreements for a 4,645 square-metre (50,000 square-foot) cannabis production facility in Northern Colorado and the company’s chief executive said in May that he was considering approaching multi-state operators in the U.S. to partner on Hexo-powered private label brands.
Meanwhile, Canopy has touted its recent acquisitions of Supreme Cannabis Co. Inc. and AV Cannabis Inc. as helpful to a U.S. expansion.
Its also looked to deepen its U.S. presence by launching four sparkling cannabidiol waters under the Quatreau name across the border in March, adding to the roster of Martha Stewart, BioSteel and This Works products Canopy already sells in the U.S.
Thursday’s deal will marry Wana’s vast experience with gummies, tarts, tinctures and vapes with Canopy’s brands including Tweed, Spectrum Therapeutics, Deep Space and Tokyo Smoke.
While Wana makes and sells cannabis gummies in Colorado, it licenses its intellectual property to partners in several other states and in Canada.
Under the agreement, Canopy will make an upfront cash payment of US$297.5-million and acquire three call option agreements to acquire Wana entities Mountain High Products LLC, Wana Wellness LLC and the Cima Group LLC.
Upon the exercise of each call option agreement, Canopy Growth will make a payment equal to 15 per cent of the fair market value of the entity when the option is exercised. Canopy Growth may also make additional deferred payments as of the 2.5 and five-year anniversaries of the upfront payment.
The call option payments and the deferred payments may be made in cash, shares or a combination at Canopy’s discretion.
Nancy Whiteman, Wana’s chief executive and co-founder, said her company has had many partners over the last 11 years, but “none has felt like the best and right fit” until she signed the Canopy agreement.
“We have long considered what the next phase of our growth might look like, and this deal is not only a great testament to our focus on bottom line growth and fiscal diligence, but also to the value we believe Wana can bring to Canopy and its shareholders now and in the future,” she said, in a statement.
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