Progress continues on transaction milestones
with expiration of HSR waiting period for proposed merger, expected
to close in the third quarter of 2021
Greenlane Holdings, Inc. (“Greenlane”) (Nasdaq: GNLN), and
KushCo Holdings, Inc. (''KushCo'') (OTCQX: KSHB) today announced
the expiration of the 30-day waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR
Act”) in connection with the previously announced proposed merger
(the “Transaction”). The Transaction is expected to close in the
third quarter of 2021, subject to the satisfaction or waiver of all
remaining conditions in the agreement, including the receipt of all
necessary approvals.
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“We welcome this latest development in the formation of the
combined company and look forward to continued progress on the
remaining steps required to complete the Transaction,” said Nick
Kovacevich, KushCo’s Co-founder, Chairman, and Chief Executive
Officer. “We are excited to begin our work together and to begin
realizing the potential opportunities and proposed synergies
provided by this transformational combination to accelerate and
execute on the significant market opportunities in our evolving
industry.”
About KushCo Holdings, Inc.
KushCo Holdings, Inc. (OTCQX: KSHB) (www.kushco.com) is a
premier provider of ancillary products and services to the legal
cannabis and CBD industries. KushCo’s subsidiaries and brands
provide product quality, exceptional customer service, compliance
knowledge and a local presence in serving its diverse customer
base, which consists of leading multi-state-operators (MSOs),
licensed producers (LPs), and brands.
Founded in 2010, KushCo has now sold more than 1 billion units
to growers, brand owners, processors and producers across North
America, South America, and Europe, specializing in child-resistant
compatible and fully customizable packaging, exclusive vape
hardware and technology, and complementary solvents and natural
products.
As a pioneer in the industry, KushCo continues to work to create
a positive impact on the environment, society, and community
through CSR and ESG initiatives, such as: offering sustainable and
compostable packaging; donating PPE supplies to healthcare workers
on the frontline fighting the COVID-19 pandemic; partnering with
organizations such as Mission Green to offer social equity programs
for industry inclusion; being one of the first in the industry to
award paid time-off for all employees on November 3, 2020
(“Election Day”); and working to incorporate industry-leading
corporate governance practices and a more diverse board makeup.
For more information on KushCo’s commitment to CSR and ESG
initiatives, please visit the Company’s #KushCares page at
www.kushco.com/kushcares.
KushCo has been featured in media nationwide, including CNBC,
Fox News, Yahoo Finance, Cheddar, Los Angeles Times, TheStreet.com,
and Entrepreneur, Inc Magazine. For more information, visit
www.kushco.com or call (888) 920-5874.
About Greenlane Holdings, Inc.
Greenlane Holdings, Inc. (NASDAQ: GNLN) is a global house of
brands and one of the largest sellers of premium cannabis
accessories, child-resistant packaging, and specialty vaporization
products to smoke shops, dispensaries, and specialty retail stores,
as well as direct to consumer through its online e-commerce
platform, vapor.com. Founded in 2005, Greenlane serves more than
8,000 retail locations and has over 250 employees with operations
in United States, Canada, and Europe. With a strong global
footprint, Greenlane has been the partner of choice for many of the
industry’s leading brands, who chose to leverage its strong
distribution platform, unparalleled customer service, and highly
efficient operations and logistics to accelerate their growth.
Greenlane’s curated portfolio of owned brands includes EYCE,
packaging innovator Pollen Gear™, VIBES™ rolling papers, Marley
Natural™ Accessories; K.Haring Glass Collection, Aerospaced
grinders, and Higher Standards which offers both an upscale product
line as well as an innovative retail experiences with flagship
stores located in Chelsea Market, New York and Malibu,
California.
For additional information, please visit: https://gnln.com/.
Cautionary Statement Regarding
Forward-Looking Statements
This communication includes forward-looking statements. These
forward-looking statements generally can be identified by phrases
such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,”
“estimates” or other words or phrases of similar import. These
statements are based on current expectations, estimates and
projections about the industry, markets in which Greenlane and
KushCo operate, management’s beliefs, assumptions made by
management and the transactions described in this communication.
While Greenlane’s and KushCo’s management believes the assumptions
underlying the forward-looking statements and information are
reasonable, such information is necessarily subject to
uncertainties and may involve certain risks, many of which are
difficult to predict and are beyond management’s control. These
risks include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger Agreement; (2) the outcome of any legal
proceedings that may be instituted against the parties and others
following announcement of the Merger Agreement; (3) the inability
to consummation the Transaction due to the failure to obtain the
requisite stockholder approvals or the failure to satisfy other
conditions to completion of the Transaction; (4) risks that the
proposed Transaction disrupts current plans and operations of
Greenlane and/or KushCo; (5) the ability to recognize the
anticipated benefits of the Transaction; and (6) the amount of the
costs, fees, expenses and charges related to the Transaction; and
the other risks and important factors contained and identified in
Greenlane’s and KushCo’s filings with the SEC, such as their
respective most recent Annual Reports on Form 10-K, any of which
could cause actual results to differ materially from the
forward-looking statements in this communication.
There can be no assurance that the Transaction will in fact be
consummated on the expected timeline or at all. We caution
investors not to unduly rely on any forward-looking statements. The
forward-looking statements speak only as of the date of this press
release. Neither Greenlane nor KushCo is under any duty to update
any of these forward-looking statements after the date of this
communication, nor to conform prior statements to actual results or
revised expectations, and neither Greenlane nor KushCo intends to
do so.
Important Information for Investors and
Stockholders
In connection with the proposed Transaction, Greenlane expects
to file with the SEC a registration statement on Form S-4 that will
include a joint proxy statement of Greenlane and KushCo that also
constitutes a prospectus of Greenlane, which joint proxy statement
will be mailed or otherwise disseminated to Greenlane’s and
KushCo’s respective stockholders when it becomes available.
Greenlane and KushCo also plan to file other relevant documents
with the SEC regarding the proposed Transaction. INVESTORS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain free copies of the
registration statement and the joint proxy statement/prospectus (if
and when it becomes available) and other relevant documents filed
by Greenlane and KushCo with the SEC at the SEC’s website at
www.sec.gov. Copies of the documents filed by the companies will be
available free of charge on their respective websites at
www.gnln.com and www.kushco.com.
Participants in
Solicitation
Greenlane, KushCo and their respective directors and executive
officers may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of Greenlane is set
forth in its proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on April 24, 2020.
Information about the directors and executive officers of KushCo is
set forth in its proxy statement for its 2021 annual meeting of
stockholders, which was filed with the SEC on December 28, 2020.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20210525005335/en/
Greenlane Investor Contact: Rob Kelly Investor Relations,
MATTIO Communications 1-416-992-4539 Greenlane@mattio.com
Greenlane Media Contact: MATTIO Communications
Greenlane@mattio.com
KushCo Holdings Investor Contact: Najim Mostamand, CFA
Director of Investor Relations 714-539-7653 ir@kushco.com
KushCo Holdings Media Contact: Caldwell Strategic
Consulting Gianno Caldwell 773-593-6323
Gianno@caldsconsulting.com
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