Part of cannabis and small business and retail
Available now: Cannabis Professional, the authoritative e-mail newsletter tailored specifically for professionals in the rapidly evolving cannabis industry. Subscribe now.
Two of the largest U.S. cannabis companies went public in Canada on Thursday, joining dozens of other American marijuana firms that have come north to raise capital.
New York-based Acreage Holdings Inc. and Arizona-based Harvest Health & Recreation Inc. listed their shares on the Canadian Securities Exchange (CSE), which has become the country’s go-to market for U.S. pot stocks since 2017. The two companies are doing so by way of reverse takeovers of shell companies that are already public, a popular way for startups looking for speedy access to Canada’s equity markets and lower costs than an initial public offering.
They are both coming to market with share structures that cede voting control to one or two key executives.
Last month, ahead of their public listings, Acreage, which has attracted former politicians John Boehner and Brian Mulroney to its board, raised US$314-million at a valuation of US$2.5-billion before the money was added. Harvest raised US$218-million at a US$1.5-billion valuation before the cash injection.
Acreage’s round was at US$25 and its shares closed Thursday at $20.04. Harvest priced its offering at US$6.55 and its stock closed at $6.91.
“Today is the first day of trading. It’s not our last day of trading,” said Kevin Murphy, chief executive officer at Acreage. “I always like to say it’s not where you begin the race, it’s where you finish.”
Even though cannabis is legal in some form in many U.S. states, the drug is still prohibited under U.S. federal laws. That status has kept most large U.S. lenders and investors on the sidelines, making it difficult for cannabis firms that comply with state laws to finance their businesses.
Many have flocked north of the border for money.
“We’ve chosen to come to Canada, where we’re welcome,” Mr. Murphy said.
The CSE and the Neo Exchange, another upstart stock market, have listed these companies. Last year, TMX Group Ltd., which owns the Toronto Stock Exchange, banned cannabis companies that breach U.S. federal laws. Securities regulators permit exchanges to make their own decision and also require companies with U.S. cannabis assets to disclose how they comply with state law and the legal risks of owning their shares.
Acreage has a presence in 14 states across the United States, but mostly in the northeast. Harvest has a footprint in eight states and is the largest player in its home state of Arizona. Both companies grow, process and sell cannabis for medical and recreational use.
They are looking to expand into more states by acquiring new licences or buying existing ones. They’ll now be able to use their stocks as currency.
Both companies have a multiclass share structures.
Acreage has three classes of shares. Its lowest class, which it offered to the public, is entitled to one vote a share and will represent less than 4 per cent of the voting rights, according to its filing statement. The highest tier, which controls 86 per cent of the vote, is entitled to 3,000 votes a share. All these shares were issued to Mr. Murphy.
“It’s not uncommon where a founder of a company would possess that vote. Many tech companies have it: Google, Facebook, to name a few,” Mr. Murphy said. “Every single one of our investors have looked at one person for their prosperity.”
He added that Acreage attracted US$960-million in orders for its last financing, which was initially supposed to be for US$200-million.
“I have 960-million reasons why they were agreeing with my thinking,” he said.
Harvest also has three share classes. Subordinate shares that were offered to the public are entitled to one vote apiece. The super votes, which are worth 200 votes a share, are owned by chair Jason Vedadi and CEO Steven White. They will have control of who is elected to the board and whether the company or its assets can be sold.