Acreage Holdings, Inc.
(“Acreage” or the “Company”)
(CSE:ACRG.A.U, ACRG.B.U), (OTCQX: ACRHF, ACRDF), a
vertically integrated, multi-state operator of cannabis cultivation
and retailing facilities in the U.S., today announced that it has
entered into an arrangement agreement (the “Floating Share
Agreement”) with Canopy Growth Corporation (“Canopy” or “CGC”)
(TSX: WEED, NASDAQ: CGC) and Canopy USA, LLC (“Canopy USA”), CGC’s
newly-created U.S. domiciled holding company, pursuant to which,
subject to approval of the holders of the Class D subordinate
voting shares of Acreage (the “Floating Shares”) and the terms and
conditions of the Floating Share Agreement, Canopy USA will acquire
all of the issued and outstanding Floating Shares by way of
court-approved plan of arrangement (the “Floating Share
Arrangement”) for consideration of 0.4500 of a common share of
Canopy (each whole share a “Canopy Share”) in exchange for each
Floating Share. The Floating Share Arrangement represents a premium
of 17.2% to the Floating Shares based on the volume weighted
average prices (“VWAP”) of the Floating Shares and Canopy Shares
for the 30-day trading period ending on October 24, 2022, on the
Canadian Securities Exchange and Nasdaq Global Select Market,
respectively.
Concurrently with the entering into of the
Floating Share Agreement, Canopy irrevocably waived its option to
acquire the Floating Shares pursuant to the plan of arrangement
implemented on September 23, 2020 (the “Existing Arrangement”)
pursuant to the arrangement agreement between Canopy and Acreage
dated April 18, 2019, as amended (the “Existing Arrangement
Agreement”).
Subject to the provisions of the Floating Share
Agreement, Canopy has agreed to exercise its option pursuant to the
Existing Arrangement Agreement (the “Fixed Option”) to acquire
Acreage’s outstanding Class E subordinate voting shares (the “Fixed
Shares”), representing approximately 70% of the total shares of
Acreage as at the date hereof, at a fixed exchange ratio of 0.3048
of a Canopy Share for each Fixed Share.
Upon exercise of the Fixed Option and completion
of the Floating Share Arrangement, Canopy USA will own 100% of all
outstanding Fixed Shares and Floating Shares. Pursuant to a press
release issued today, Canopy announced that, on exercising of the
Fixed Option and closing of the Floating Share Arrangement, options
to acquire 100% of the membership interests of Mountain High
Products, LLC, Wana Wellness, LLC, and The Cima Group, LLC
(together, “Wana”) and 100% of the shares of Lemurian, Inc.
(“Jetty”), which are or will be held directly or indirectly by
Canopy USA, will be exercised, and Canopy USA is expected to retain
its conditional ownership position in TerrAscend Corp. (CSE: TER,
OTCQX: TRSSF).
Management CommentaryPeter
Caldini, Chief Executive Officer of Acreage, commented, “The
entering into of the Floating Share Agreement with Canopy is a
logical next step for Acreage, as we have completed a major
transformation of our business over the last few years, delivering
profitability, and focusing on expanding our business in highly
attractive Northeastern markets in preparation for considerable
industry growth. The integration of Acreage into Canopy’s U.S.
ecosystem will allow shareholders of both companies to participate
in this strategic market opportunity with aligned interests.”
Mr. Caldini continued, “An exciting evolution is
now taking place in the U.S. cannabis industry, and the time is now
to accelerate our union with Canopy and leverage the solid
foundation we have built to fully participate in an unmatched U.S.
ecosystem alongside other market leaders. Acreage is a valuable
addition to what Canopy is building, and we are excited about the
opportunities to collaborate more directly with Jetty and Wana on
product innovation and market expansion, creating an even stronger
position ahead of federal permissibility as part of a leading North
American brand powerhouse.”
“I am excited to see the conclusion of a
transaction that was first contemplated by Acreage and Canopy over
three years ago,” added Kevin Murphy, Chairman and Founder of
Acreage. “The timing is right and the benefits of combining
Acreage’s assets and expertise into Canopy’s U.S ecosystem are
clear. The management of both companies have done an excellent job
in developing a transaction structure that should benefit the
shareholders of both Acreage and Canopy. I, along with my fellow
Acreage directors, are supportive of the transaction and are
excited to witness the future successes of the combined
organization.”
Strategic Benefits and
Rationale
The acquisition of the Fixed Shares and the
Floating Shares by Canopy USA is expected to have the following
strategic benefits for Acreage and its shareholders, among
others:
- Provides Significantly
Increased and Near-Term Liquidity. The consideration to be
received by holders of Acreage’s Floating Shares (“Floating
Shareholders”) provides certainty of liquidity to Floating
Shareholders with Canopy Shares which have greater liquidity.
Canopy Shares trade an average of more than $50 million a day in
value, compared to less than $0.1 million in value for each of the
Fixed Shares and Floating Shares. Under the Existing Arrangement,
Canopy was not obligated to acquire the Floating Shares but rather
had an option to acquire the Floating Shares at a minimum price of
US$6.41 per Floating Share. Given the current trading price of the
Floating Shares, Canopy indicated that it would not be exercising
its option on the Floating Shares and if the Fixed Shares were
purchased by Canopy and the Floating Shares were not, then the
holders of Floating Shares would have the risk of holding illiquid
shares in a company with a 70% majority shareholder.
- Compelling Value Relative
to Alternatives. Prior to entering into the Floating Share
Agreement, Acreage’s Board of Directors (the “Board”) and a Special
Committee of Independent Directors of Acreage (the “Special
Committee”), with the assistance of their financial and legal
advisors, and based upon their collective knowledge of the
business, operations, financial condition, earnings and prospects
of Acreage, as well as their collective knowledge of the current
and prospective environment in which Acreage operates (including
economic and market conditions), assessed the relative benefits and
risks of various alternatives reasonably available to holders of
Floating Shares given that prior to the Floating Share Agreement,
Canopy was not obligated to acquire the Floating Shares, including
continued execution of Acreage’s existing Board-approved strategic
plan and the possibility of soliciting other potential liquidity
events for the Floating Shares. As part of that evaluation process,
the Special Committee and the Board unanimously (with those
directors having an interest in the Floating Share Arrangement or
connected transactions abstaining) concluded that (i) to continue
as a stand-alone publicly traded company, Acreage would need to
raise capital due to the nature of Acreage’s business and its cash
flow requirements and (ii) the ability to execute on Acreage’s
existing Board-approved strategic plan would be affected by the
difficulty and cost of obtaining capital given the challenges
associated with the current environment for cannabis issuers and
the restrictions of Acreage’s ability to operate its business.
Given the restrictions in the Existing Arrangement Agreement with
Canopy, Acreage management believes it is unlikely that any other
party would be willing to acquire the Floating Shares on terms that
are more favorable to Floating Shareholders, from a financial point
of view, than the proposed Floating Share Agreement.
- Continued Industry
Participation. Floating Shareholders have the opportunity
to remain invested in the high-growth cannabis industry through
equity ownership in Canopy Shares, one of the world’s largest
cannabis operators.
- Strategic Alternatives and
Business Costs. While the Board remained positive with
respect to the short-term and long-term prospects of Acreage and
its strategic business plan, the Board determined that the Floating
Share Arrangement is the best alternative available to Acreage. In
particular, the commitment from Canopy to cause Canopy USA to
acquire the Fixed Shares as well as the Floating Shares (i) will
eliminate the ongoing costs and related reporting requirements of a
public company, (ii) will eliminate complications arising from
public shareholders holding a class of shares representing a
minority of Acreage’s total outstanding shares, and (iii) is
expected to provide Acreage with an enhanced platform and support
to enable Acreage to execute on its strategic plan should Canopy
USA do so. Given the current market dynamics and restrictions
arising from the Existing Arrangement, should Acreage not pursue
the Floating Share Arrangement, there is significant execution risk
given Acreage’s capital requirements associated with its
growth-oriented strategic plan.
- Participate at the Onset of
Canopy USA and allow Acreage to immediately leverage
Canopy’s strategic platform and participate in the revenue and cost
synergies expected to be achieved by Canopy USA, which, together
with Canopy will strengthen Canopy’s position as a brand powerhouse
ahead of potential U.S. federal permissibility.
- Capitalize and Accelerate
on the Significant Opportunity to Solidify Canopy’s U.S. Cannabis
Ecosystem by uniting three top-tier operators (Acreage,
Wana, and Jetty), who will leverage the best of each other’s
capabilities and respective value chain position to further
accelerate growth and profitability in the maturing U.S. industry,
which is estimated to be more than a US$50 billion1 market
opportunity by 2026.
- Access to Capital.
The approval of the Company’s Amended Credit Facility (as defined
herein), which provides an additional $25 million for immediate
draw, was made concurrent with the Floating Share Agreement. The
Amended Credit Facility provides the necessary capital to execute
Acreage’s expansion plans in highly attractive
markets, with additional capital and more
flexibility under the Amended Credit Facility covenant package
(including the waiver of certain financial covenants until the
first fiscal period after December 31, 2023).
Advisors
Canaccord Genuity Corp. (“Canaccord Genuity”) is
acting as financial advisor to Acreage, and DLA Piper (Canada) LLP
and Cozen O’Connor are Canadian and U.S. legal counsel to Acreage,
respectively. Eight Capital is acting as financial advisor to the
Independent Special Committee of the Board, and Wildeboer Dellece
LLP is acting as its legal counsel.
Fairness Opinions
The Special Committee received a fairness
opinion from Eight Capital to the effect that, as of the date of
such opinion, and based upon and subject to the assumptions,
limitations and qualifications set forth therein, the number of
Canopy Shares per Floating Share to be received by the Floating
Shareholders (other than Canopy USA, Canopy and/or their respective
affiliates) pursuant to the Floating Share Arrangement is fair,
from a financial point of view, to the Floating Shareholders (other
than Canopy USA, Canopy and/or their respective affiliates).
The Board received a fairness opinion from
Canaccord Genuity to the effect that, as of the date of such
opinion, and based upon and subject to the assumptions,
limitations, and qualifications set forth therein, the number of
Canopy Shares per Floating Share to be received by Floating
Shareholders (other than Canopy USA, Canopy, and/or their
respective affiliates) pursuant to the Floating Share Arrangement
is fair, from a financial point of view, to the Floating
Shareholders (other than Canopy USA, Canopy and/or their respective
affiliates).
Additional Offer Details and Approval
Process
Completion of the Floating Share Agreement is
subject to the satisfaction or waiver of certain closing
conditions, including receipt of applicable regulatory and court
approvals, the approval of at least (i) 66⅔% of the votes cast by
Floating Shareholders, and (ii) a majority of the votes cast by
Floating Shareholders excluding the votes cast by “interested
parties” and “related parties” under Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special Transactions
(“MI 61-101”) of the Canadian Securities Administrators, at a
special meeting of Acreage shareholders (the “Special Meeting”)
expected to take place in January 2023.
Canopy and Canopy USA have entered into voting
support agreements with certain of the Company’s directors and
current and former officers holding approximately 7.3% of the
issued and outstanding Floating Shares pursuant to which they have
agreed, among other things, to vote their Floating Shares in favor
of the Floating Share Agreement.
In conjunction with the Floating Share
Arrangement, Canopy announced that it intends to amend its articles
to create a new class of non-voting and non-participating
exchangeable shares (“Exchangeable Shares”) in the capital of
Canopy and to add a right to convert Canopy Shares into
Exchangeable Shares (the “Canopy Amendment Proposal”), which is
subject to the approval of Canopy’s shareholders at the special
meeting of Canopy shareholders (the “Canopy Special Meeting”)
expected to take place in January 2023. The Floating Share
Arrangement is also subject to the approval of the Canopy Amendment
Proposal, as disclosed in Canopy’s press release dated October 25,
2022. The Canopy Amendment Proposal must be approved by at least
66⅔% of the votes cast on a special resolution by Canopy
shareholders present in person or represented by proxy at the
Canopy Special Meeting. Greenstar Canada Investment Limited
Partnership (“Greenstar”) and CBG Holdings LLC (“CBG”), indirect,
wholly owned subsidiaries of Constellation Brands, Inc.
(“Constellation”) (NYSE: STZ and STZ.B), have entered into a
voting and support agreement with Canopy pursuant to which they
have agreed, among other things, to vote in favor of the Canopy
Amendment Proposal. Canopy has disclosed that CBG and Greenstar
have advised that it is their current intention to convert all of
the Canopy Shares which they currently hold into Exchangeable
Shares if the Canopy Amendment Proposal is approved at the Canopy
Special Meeting. If the Canopy Amendment Proposal is not adopted at
the Canopy Special Meeting or CBG and Greenstar do not convert
their current holdings into Exchangeable Shares, Canopy will not
exercise the Fixed Option, and the Floating Share Agreement will be
terminated. If the Canopy Amendment Proposal is not adopted, or if
CBG and Greenstar do not convert their present holdings of Canopy
Shares into Exchangeable Shares prior to March 31, 2023, Canopy
will not exercise the Fixed Option, Acreage may terminate the
Floating Share Agreement, and Canopy will be obliged to pay Acreage
US$2.0 million as an expense reimbursement.
Acreage expects the Floating Share Arrangement
to close in the second half of 2023, subject to receipt of
shareholder, court, and regulatory approvals, as well as the
satisfaction or waiver of all conditions under the Floating Share
Agreement and the Existing Arrangement. It is anticipated that the
acquisition by Canopy USA of the Fixed Shares pursuant to the Fixed
Option will be completed immediately following closing of the
Floating Share Agreement.
TRA Settlement
Concurrently with execution of the Floating
Share Agreement, Canopy agreed to issue (i) Canopy Shares with a
value of approximately US$30.5 million to certain current or former
unitholders (the “Holders”) of High Street Capital Partners, LLC
(“HSCP”), a subsidiary of Acreage, pursuant to HSCP’s existing
amended tax receivable agreement (the “TRA”) and (ii) a payment
with a value of approximately US$19.5 million in Canopy Shares to
certain directors, officers or consultants of Acreage pursuant to
HSCP’s existing tax receivable bonus plans (the “Bonus Plans”)
under further amendment to each, both to reduce a potential
liability of approximately US$121 million. Canopy Shares with a
value of approximately US$15.3 million will be issued to certain
Holders as soon as practicable as the first installment under the
amended TRA with a second payment of approximately US$15.3 million
in Canopy Shares to occur on the earlier of (a) the second business
day following the date on which the Floating Shareholders approve
the Floating Share Arrangement; or (b) April 24, 2023. In addition,
a final payment with a value of approximately US$19.5 million in
Canopy Shares (the “TRA Bonuses”) will be issued by Canopy to
certain eligible participants under the amended Bonus Plans
immediately prior to the completion of Floating Share Arrangement.
The TRA Bonuses will be paid to recipients to be determined by
Kevin Murphy, the administrator of the TRA, and may include one or
more of Mr. Murphy, John Boehner, Brian Mulroney, and Peter
Caldini, each of which are directors of Acreage and other
directors, officers or consultants of Acreage as may be determined
by Mr. Murphy. Canopy has also agreed to register the resale of
such Canopy Shares under the Securities Act of 1933, as
amended.
Credit Facility
AmendmentAdditionally, Acreage has amended its existing
US$150 million credit facility (the “Amended Credit Facility”) with
AFC Gamma, Inc. (NASDAQ: AFCG) (“AFC Gamma”) and Viridescent Realty
Trust, Inc. (“Viridescent” and together with AFC Gamma, the
“Lenders”). Under the terms of the Amended Credit Facility, $25
million is available for immediate draw by Acreage with a further
US$25 million available in future periods under a committed
accordion option once certain predetermined milestones are
achieved. In conjunction with entering into the Amended Credit
Facility, the Lenders have waived the requirement for Acreage to
comply with all financial debt covenants, except a minimum cash
requirement, until December 31, 2023, and new covenants have been
agreed upon in respect of all periods beginning on or after
December 31, 2023, reflecting the Company’s growth plan, financial
position, and current market conditions. Finally, the Amended
Credit Facility includes approval for Canopy USA to acquire control
of Acreage without requiring repayment of all amounts outstanding
under the Amended Credit Facility, provided certain conditions are
satisfied. Acreage intends to use the proceeds of the Amended
Credit Facility to fund expansion initiatives and provide
additional working capital.
The Amended Credit Facility will bear interest
at a variable rate of U.S. prime (“Prime”) plus 5.75 % per annum,
payable monthly in arrears, with a Prime floor of 5.50%, and a
maturity date of January 1, 2026. Under the terms of the Amended
Credit Facility, the Company has the option to extend the maturity
date to January 1, 2027, for a fee equal to 1.0% of the total
amount available to be drawn under the Amended Credit Facility. The
Company will pay an amendment fee of US$1.25 million to the
Lenders.
“AFC Gamma and Viridescent have been valuable
partners, and with this amendment, continue to demonstrate their
confidence in our ability to execute on our growth strategy,” said
Steve Goertz, Chief Financial Officer of Acreage. “The amended
terms reflect current market conditions, and the proceeds will
further strengthen our balance sheet as we continue to scale our
core footprint. This capital infusion is well-timed with many
developing opportunities in the Northeast, particularly as we
further optimize our cultivation and wholesale capabilities in New
Jersey and strengthen our position in the pending adult-use markets
of New York and Connecticut.”
Concurrent with entering into the Amended Credit
Facility, the Lenders and a wholly-owned subsidiary of the Company
(the “Canopy Sub”) have entered into a letter agreement, pursuant
to which Canopy Sub may, at its option, acquire the outstanding
indebtedness of Acreage owed to the Lenders, from the Lenders, at
the then outstanding amount. As a result of the Amended Credit
Facility and letter agreement, Canopy Sub will make an option
premium payment of $28.5 million cash payment to be held in
escrow.
Kevin Murphy, the Chairman of the Board, is also
the President and Chairman of the Board of Directors of
Viridescent. John Boehner, Brian Mulroney, and Peter Caldini, who
together with Mr. Murphy are each directors of Acreage (and Mr.
Caldini is also Chief Executive Officer of Acreage), and such other
officers of Acreage as may be identified by Mr. Murphy (together,
the “Eligible Executives”) are possible recipients of the TRA
Bonuses, and are therefore “interested parties” within the meaning
of MI 61-101. As a result, the entering into of the Amended Credit
Facility and the possible payment of the TRA Bonuses to the
Eligible Executives are each “related party transactions” within
the meaning of MI 61-101. Acreage relied on exemptions from the
formal valuation and minority shareholder approval requirements of
MI 61-101. Acreage is exempt from the formal valuation requirement
contained in section 5.5(b) of MI 61-101 as Acreage does not have
securities listed on a specified stock exchange. Acreage is exempt
from the minority shareholder approval requirements pursuant to
section 5.7(1)(f) of MI 61-101 with respect to entry into the
Amended Credit Facility as the Amended Credit Facility is entered
into on reasonable commercial terms that are not less advantageous
to Acreage than if the credit facility was obtained from a person
dealing at arm’s length with Acreage and the Amended Credit
Facility is not (a) convertible, directly or indirectly, into
equity or voting securities of Acreage of any of its subsidiaries,
or otherwise participating in nature, or (b) repayable as to
principal or interest, directly or indirectly, in equity or voting
securities of Acreage or a subsidiary entity of Acreage. The
Amended Credit Facility was approved by the Board with Kevin Murphy
recusing himself from all discussions related thereto and declaring
his interest in the transaction prior to the Board approving the
Amended Credit Facility. Acreage is exempt from the minority
shareholder approval requirements of MI 61-101 pursuant to Section
5.5(a) of MI 61-101 with respect to the possible payment of the TRA
Bonuses to the Eligible Executives, in that the fair market value
of the TRA Bonuses which may be paid to the Eligible Executives,
each of whom may be “interested parties” with respect to the
payment of the TRA Bonuses, as at the date hereof does not exceed
25% of Acreage’s market capitalization. Murphy, Boehner, Mulroney
and Caldini each declared their interest in the transactions
described herein, and abstained from voting thereon. Further
details will be included in a material change report to be filed by
Acreage. The material change report will not be filed more than 21
days prior to closing of the Amended Credit Facility due to the
timing of the concurrent announcement and closing of the Amended
Credit Facility.
Conference Call
Acreage will host a conference call on October
25, 2022, at 10:00 a.m. ET to discuss the strategic rationale and
benefits of the Floating Share Agreement, followed by a
question-and-answer period.
Webcast: |
Register |
Dial-in: |
Canada - 1-833-950-0062
(toll-free) or 1-226-828-7575US - 1-844-200-6205 (toll-free) or
1-646-904-5544International - +1-929-526-1599 |
Conference ID: |
784584 |
The webcast will be archived and can be accessed
via Acreage’s website at investors.acreageholdings.com.
1 MJBiz market forecast of total US cannabis market by 2026. All
financial figures in this press release are in USD.
Forward Looking Statements
This news release and each of the documents
referred to herein contains “forward-looking information” and
“forward-looking statements” within the meaning of applicable
Canadian and United States securities legislation, respectively.
All statements, other than statements of historical fact, included
herein are forward-looking information. Often, but not always,
forward-looking statements and information can be identified by the
use of words such as “plans”, “expects” or “does not expect”, “is
expected”, “estimates”, “intends”, “anticipates” or “does not
anticipate”, or “believes”, or variations of such words and phrases
or state that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements or information
involve known and unknown risks, uncertainties, and other factors
which may cause the actual results, performance or achievements of
Acreage or its subsidiaries to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements or information contained in this
news release. Examples of such statements include statements with
respect to the timing and outcome of the Floating Share
Arrangement, the anticipated benefits of the Floating Share
Arrangement, the timing of the closing of the Fixed Shares pursuant
to the Existing Arrangement, the exercise of the options to acquire
Wana and Jetty, respectively, and the timing thereof, the
anticipated timing of the Special Meeting, the anticipated
strategic benefits of the acquisition of the Fixed Shares and the
Floating Shares by Canopy USA, the anticipated increased liquidity
of Canopy Shares, the likelihood of a superior transaction,
anticipated long-term value of holding Canopy Shares, the ability
of Acreage to leverage Canopy’s strategic platform and participate
in the revenue and cost synergies expected to be achieved by Canopy
USA, the anticipated ranking of Canopy as a top five North American
cannabis company by revenue, Canopy strengthening its position as a
brand powerhouse, the ability of Canopy to accelerate growth and
profitability, the satisfaction or waiver of the closing conditions
set out in the Floating Share Agreement as well as under the
Existing Arrangement, the satisfaction of the conditions set out in
the Floating Share Agreement, the expectation that the United
States is going to be a core market for Canopy, the formation of a
pre-eminent global cannabis company, the timing and results of the
Canopy Special Meeting, the implementation of the Canopy Amendment
Approval and the timing thereof, the satisfaction or waiver of all
conditions under the Floating Share Agreement and the Existing
Arrangement, the anticipated timing of the Floating Share
Arrangement, the timing and issuance of Canopy Shares to Holders,
the registration of the Canopy Shares issued to Holders under the
Securities Act of 1933, as amended, and the timing thereof, the
proposed issuance of Canopy shares to certain eligible participants
under the existing tax receivable bonus plans, the timing and
ability of Acreage to achieve the milestones under the Amended
Credit Facility, and the proposed use of proceeds under the Amended
Credit Facility.
Risks, uncertainties and other factors involved
with forward-looking information could cause actual events,
results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information, including, but not limited to: the occurrence of
changes in U.S. federal laws regarding the cultivation,
distribution or possession of marijuana; assumptions as to the time
required to prepare and mail materials to Acreage and Canopy
shareholders in respect of the Special Meeting and the Canopy
Special Meeting, respectively; the ability of the parties to
receive, in a timely manner and on satisfactory terms, the
necessary regulatory, court and shareholder approvals; the ability
of the parties to satisfy, in a timely manner, the other conditions
to the completion of the Floating Share Arrangements Agreement; the
ability of the parties to satisfy, in a timely manner, the
conditions to closing of each of the Existing Arrangement Agreement
and the Floating Share Arrangement; in the event that the Floating
Share Arrangement is not adopted, the likelihood of completion of
the acquisition of the Floating Shares pursuant to an alternative
transaction; in the event that the Floating Share Arrangement is
not adopted, the likelihood of Canopy Growth completing the
acquisition of the Fixed Shares under the Existing Arrangements;
other expectations and assumptions concerning the transactions
contemplated between Canopy Growth and/or Canopy USA, as
applicable, and Acreage; the available funds of Acreage and the
anticipated use of such funds; the availability of financing
opportunities for Acreage and the risks associated with the
completion thereof; regulatory and licensing risks; changes in
general economic, business and political conditions, including
changes in the financial and stock markets; legal and regulatory
risks inherent in the cannabis industry, including the global
regulatory landscape and enforcement related to cannabis, political
risks and risks relating to regulatory change; risks relating to
anti-money laundering laws; compliance with extensive government
regulation and the interpretation of various laws regulations and
policies; public opinion and perception of the cannabis industry;
and such other risks disclosed in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021, dated March 11,
2022 and the Company’s other public filings, in each case filed
with the U.S. Securities and Exchange Commission on the EDGAR
website at www.sec.gov and with Canadian securities regulators and
available under Acreage’s profile on SEDAR at www.sedar.com.
Although Acreage has attempted to identify important factors that
could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended.
Although Acreage believes that the assumptions
and factors used in preparing the forward-looking information or
forward-looking statements in this news release are reasonable,
undue reliance should not be placed on such information and no
assurance can be given that such events will occur in the disclosed
time frames or at all. The forward-looking information and
forward-looking statements included in this news release are made
as of the date of this news release and Acreage does not undertake
any obligation to publicly update such forward-looking information
or forward-looking statements to reflect new information,
subsequent events or otherwise unless required by applicable
securities laws. There can be no assurance that the Floating Share
Arrangement will occur, or that such events will occur on the terms
and conditions contemplated in this news release. The Floating
Share Agreement could be modified, restructured or terminated.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. The Floating
Share Arrangement cannot close until the required shareholder,
court and regulatory approval is obtained. Investors are cautioned
that, except as disclosed in the management information circular of
Acreage to be prepared in connection with the Floating Share
Arrangement, any information released or received with respect to
the Floating Share Arrangement may not be accurate or complete and
should not be relied upon.
Neither the Canadian Securities Exchange nor its
Regulation Service Provider has reviewed and does not accept
responsibility for the adequacy or accuracy of the content of this
news release.
About Acreage Holdings,
Inc.
Acreage is a multi-state operator of cannabis
cultivation and retailing facilities in the U.S., including the
Company’s national retail store brand, The Botanist. With its
principal address in New York City, Acreage’s wide range of
national and regionally available cannabis products include the
award-winning The Botanist brand, craft brand Superflux, the Tweed
brand, the Prime medical brand in Pennsylvania, the Innocent brand
in Illinois and others. Acreage also owns Universal Hemp, LLC, a
hemp subsidiary dedicated to the distribution, marketing and sale
of CBD products throughout the U.S. Since its founding in 2011,
Acreage has focused on building and scaling operations to create a
seamless, consumer-focused, branded experience. Learn more at
www.acreageholdings.com and follow us on Twitter, LinkedIn,
Instagram, and Facebook.
For more information,
contact:
Steve GoertzChief Financial
Officerinvestors@acreageholdings.com
Courtney Van AlstyneMATTIO
Communicationsacreage@mattio.com
AFC Gamma (NASDAQ:AFCG)
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From Feb 2024 to Mar 2024
AFC Gamma (NASDAQ:AFCG)
Historical Stock Chart
From Mar 2023 to Mar 2024