Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (“Greenrose”
or the “Company”), a special purpose acquisition company targeting
companies in the cannabis industry, announced that it has increased
its full year 2022 financial projections for revenue and adjusted
EBITDA, as stated in the revised investor presentation filed with
the SEC on July 28th, 2021.
Greenrose’s expanded financial projections
reflect Theraplant’s additional upside potential from Connecticut’s
earlier-than-anticipated approval of recreational marijuana sales,
which are anticipated to begin in mid-2022. The Company’s current
full year 2022 financial projections, compared to the previous
projections provided in the presentation filed by Greenrose on June
16th, 2021, are summarized below:
|
Previous |
Current1 |
Revenue |
$230 million |
$260 to $295 million |
Adjusted EBITDA |
$90 million |
$110 to $135 million |
“Our increased full year 2022 financial
projections reflect the strength of our platform, combined with the
benefits of regulatory tailwinds within the initial states we plan
to operate in,” said Mickey Harley, CEO of Greenrose. “The approval
of recreational marijuana sales in Connecticut meaningfully expands
Theraplant’s addressable market and came on an earlier timeline
than we originally anticipated. Meanwhile, we remain
well-positioned with True Harvest in Arizona as the statewide
market continues to benefit from the launch of recreational
cannabis sales earlier this year. Rounding out our platform, Shango
and The Health Center also remain on track to meet their 2022
projections. As we continue to monitor the growth trajectories of
our proposed platform assets and markets, we will remain focused on
working to close our initial business combination and positioning
ourselves for optimal execution on our stated growth
objectives.”
Theraplant Transaction
Update
In light of Theraplant’s revised projections,
Greenrose on August 12, 2021 also announced that Greenrose and
Theraplant amended the Agreement and Plan of Merger (“Amended
Merger Agreement”) to increase aggregate consideration payable to
Theraplant to $150 million, with $100 million dollars paid in cash
and $50 million dollars paid in stock. The increase in
consideration payable to Theraplant by Greenrose represents a $50
million increase from the consideration amount disclosed in the
Company’s Form 8-K filed on March 18, 2021. Additionally, pursuant
to the Amended Merger Agreement, Theraplant and the Company agreed
to extend the timeline to complete the transaction to November 30,
2021.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall it constitute a solicitation of votes or proxies in
connection with any meeting of the stockholders of Greenrose.
Advisors
Imperial Capital, LLC is acting as capital
markets advisor to Greenrose. Gateway Group is serving as
communications advisor to Greenrose. Mackenzie Partners and
Broadridge Financial Solutions are acting as proxy advisors to
Greenrose in connection with its proxy solicitation efforts.
About Greenrose
Greenrose Acquisition Corp. is a special purpose
acquisition company organized for the purpose of effecting a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business
combination with one or more businesses or entities. Following the
transactions forming the Platform (as defined in our public filings
available at greenrosecorp.com), Greenrose is expected be a
vertically integrated, multistate operator cannabis company. For
more information, visit greenrosecorp.com.
Forward-Looking Statements
Certain statements made in this release are
"forward looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this press release, the
words "estimates," "projected," "expects," "anticipates,"
"forecasts," "plans," "intends," "believes," "seeks," "may,"
"will," "should," "future," "propose" and variations of these words
or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Greenrose's or its target
companies’ control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual
results or outcomes include: any inability to obtain Greenrose
stockholder approval of the business combinations, any inability to
complete the transaction contemplated by each of the respective
merger or acquisition agreements because of failure of closing
conditions or other reasons; any inability to recognize the
anticipated benefits of the proposed business combinations, which
may be affected by, among other things, the amount of cash
available following any redemptions by Greenrose stockholders;
liquidity of Greenrose's stock; costs related to the proposed
business combinations; Greenrose's ability to manage growth;
Greenrose's ability to identify and integrate other future
acquisitions; rising costs adversely affecting Greenrose's
profitability; competition in the legal cannabis industry; adverse
changes to the legal environment for the cannabis industry; and
general economic and market conditions impacting demand for
Greenrose's products and services. See the risk factors disclosed
in the preliminary proxy statement for the business combinations
for additional risks associated with the business combinations.
None of Greenrose, Shango Holdings Inc., Futureworks LLC (d/b/a The
Health Center), Theraplant, LLC, or True Harvest, LLC undertakes
any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. Readers should not unduly rely on any
projections or other forward-looking statements or data contained
herein.
Additional Information About the
Proposed Business Combination and Where to Find It
For additional information about the proposed
business combinations, see Greenrose’s Current Report on Form 8-K
(including the investor presentation included as an exhibit
thereto) filed with the SEC on July 28, 2021, available at
www.sec.gov.
The proposed transactions will be submitted to
shareholders of Greenrose for their approval. In connection with
the proposed business combinations, Greenrose will file with the
SEC a preliminary and definitive proxy statements in connection
with a special meeting of the stockholders of Greenrose to consider
and vote on the business combination and related matters. Greenrose
will mail the definitive proxy statement and other relevant
documents to its stockholders in connection with the meeting.
Investors and security holders of Greenrose are advised to read,
when available, the draft of the preliminary proxy statement, and
amendments thereto, and the definitive proxy statement, which will
contain important information about the proposed business
combinations and the parties to it. The definitive proxy statement
will be mailed to stockholders of Greenrose as of a record date to
be established for voting on the proposed business combinations.
Stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC's website at
www.sec.gov or by directing a request to: Greenrose
Acquisition Corp., 111 Broadway, Amityville, NY 11701, Attention:
Chief Executive Officer.
Participants in the
Solicitation
Greenrose, True Harvest and Theraplant, and
their respective directors, executive officers and other members of
their management and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies of Greenrose
stockholders in connection with the proposed business combinations.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of Greenrose’s
directors in the final prospectus for Greenrose’s initial public
offering dated as of February 11, 2020, and that was filed with the
SEC on February 11, 2020, as well as in its annual report on Form
10-K filed with the SEC on March 11, 2021. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be
contained in the preliminary and definitive proxy statements
related to the proposed business combinations when it becomes
available, and which can be obtained free of charge from the
sources indicated above.
Investor Relations Contact:Gateway Investor
RelationsCody Slach or Jackie Keshner(949)
574-3860GNRS@gatewayir.com
Greenrose Contact:Daniel HarleyExecutive Vice
President, Business Development(516)
307-0383ir@greenrosecorp.com
____________________________________1 Projections continue to
assume the closing of all four proposed transactions with
Theraplant, True Harvest, Shango, and The Health Center. At the
upcoming Special Meeting of Stockholders, Greenrose intends to seek
stockholder approval for the acquisitions of Theraplant and True
Harvest. Greenrose intends to acquire Shango and The Health Center
upon completion of regulatory approval, which is anticipated to
require several months.
Greenrose Axquisition (NASDAQ:GNRS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Greenrose Axquisition (NASDAQ:GNRS)
Historical Stock Chart
From Sep 2023 to Sep 2024