This news release constitutes a "designated news release"
for the purposes of the Company's prospectus supplement dated
December 3, 2021 to its short form
base shelf prospectus dated April 22,
2021.
- Fastendr™ is a unique and fully automated technology that
integrates retail kiosks and smart lockers to facilitate a better
buying experience through browsing, ordering and pickup.
- The Fastendr™ technology offers faster transaction times,
increased average basket size, lower overhead and labor costs, and
provides a seamless end to end customer experience.
- High Tide through this acquisition gains ownership of the
Fastendr™ technology which will improve the Company's competitive
advantage in bricks-and mortar cannabis retail.
- A pilot conducted at Bud Room's Ottawa location found that over 60% of
customers preferred to use the Fastendr™ kiosks and spent over 20%
more when doing so.
- All existing and future Canna Cabana locations will be
equipped with this customized and innovative kiosk and smart locker
technology as it delivers a faster customer experience in busier
retail locations while also enabling the efficient operation of
smaller footprint stores.
- High Tide intends to license this technology to third
party retailers starting with the cannabis industry, and expanding
to other retail sectors across North
America and beyond.
- This technology provides High Tide with potential new
revenue generation, data collection and monetization opportunities
from third party retail locations, and will further enhance the
value of its Cabannalytics data insights offering.
- This technology also provides High Tide with an
opportunity to digitally advertise and upsell in store to consumers
at relatively low costs.
- The Bud Room retail location is currently generating
annual run rates in excess of $2.4
Million in revenue and $500,000 in Adjusted EBITDA1
- In line with High Tide's ongoing strategy of securing top
tier entrepreneurial talent through acquisitions, Bud Room CEO
Michael Di Duca will continue to
develop and deploy the Fastendr™ technology with continued
innovations under contract with High Tide.
CALGARY, AB, Feb. 10, 2022 /CNW/ - High Tide Inc. ("High
Tide" or the "Company") (TSXV: HITI) (Nasdaq: HITI)
(FSE: 2LYA), a leading retail-focused cannabis company with
bricks-and-mortar as well as global e-commerce assets, is pleased
to announce that further to its press release dated January 5, 2022, the Company has completed its
acquisition (the "Acquisition") of 100% of the equity
interest of Bud Room Inc. ("Bud Room"), as well as
assignments of the vendors' shareholder loans, for
CAD$3.6 Million (the
"Transaction") and acquired all rights to the customized
Fastendr™ retail kiosk and smart locker technology and Bud Room's
retail cannabis store located at 1910 St. Laurent Blvd in
Ottawa, Ontario.
![High Tide Inc. February 10, 2022 (CNW Group/High Tide Inc.) High Tide Inc. February 10, 2022 (CNW Group/High Tide Inc.)](https://mma.prnewswire.com/media/1743905/High_Tide_Inc__High_Tide_Closes_Acquisition_of_Bud_Room__Securin.jpg)
Fastendr™ is a unique and fully automated technology that
integrates retail kiosks and smart lockers to facilitate a better
buying experience through browsing, ordering and pickup. The
technology is a catalyst to faster transaction times, increased
average basket size, lower overhead and labor costs, and provides a
seamless end-to-end customer experience.
TRANSACTION DETAILS
The Acquisition was completed pursuant to the terms of a share
purchase agreement (the "Acquisition Agreement"). High Tide
acquired 100% of Bud Room as well as assignments of the vendors'
shareholder loans for 674,650 common shares of High Tide (each
a "High Tide Share") valued at CAD$3.6 million (the "Share
Consideration"), on the basis of a deemed price of CAD$5.3361 per High Tide Share, being equal
to the volume weighted average price per High Tide Share on the TSX
Venture Exchange ("TSXV") for the ten consecutive trading
days preceding the closing of the Acquisition. In addition,
pursuant to the Acquisition Agreement, the purchase price is
subject to a post-closing working capital adjustment provision.
Under this provision, the parties will adjust the purchase price to
offset any increase or decrease of the net working capital as of
the closing date. The closing of the Transaction remains subject to
final approval from the TSXV.
From the Share Consideration, an amount equal to $300,000 will be held in escrow for a period of
twelve (12) months by High Tide's lawyers to satisfy Bud Room's
indemnity with respect to possible claims based on breaches of
representation and warranties.
In connection with the closing of the Transaction, Bud Room's
founder and Chief Executive Officer, Michael DiDuca ("Michael"), will remain
engaged with the High Tide team assisting in launching Fastendr™.
High Tide granted 13,538 stock options (the "Options")
to Michael exercisable at CAD$6.25 per High Tide Share for a period of
3 years.
1Adjusted
EBITDA is a non-IFRS financial measure.
|
ABOUT BUDROOM
BudRoom is a retail cannabis store located in Ottawa, Ontario. The store is built on the
founding principles of a technology driven customer centric
experience. BudRoom's customized and innovative Fastendr™ kiosk and
smart locker technology provides a unique and seamless customer
experience, while differentiating itself from traditional retail
business models.
ABOUT FASTENDR™
Fastendr™ is a unique and fully automated technology that
integrates retail kiosks and smart lockers to facilitate a better
buying experience through browsing, ordering and pickup. The
technology is a catalyst to faster transaction times, increased
average basket size, lower overhead and labor costs, and provides a
seamless end-to-end customer experience.
ABOUT HIGH TIDE
High Tide is a leading retail-focused cannabis company with
bricks and mortar as well as global e-commerce assets. The Company
is the largest Canadian retailer of recreational cannabis as
measured by revenue, with 110 current locations spanning
Ontario, Alberta, Manitoba and Saskatchewan, and was featured in the third
annual Report on Business Magazine's ranking of Canada's Top Growing Companies in 2021. The
Company is also North America's
first and only cannabis discount club retailer, featuring Canna
Cabana, Meta Cannabis Co., and Meta Cannabis Supply Co. banners,
with additional locations under development across the country.
High Tide has been serving consumers for over a decade through its
established e-commerce platforms including Grasscity.com,
Smokecartel.com, Dailyhighclub.com, and Dankstop.com and more
recently in the hemp-derived CBD space through Nuleafnaturals.com,
FABCBD.com, and BlessedCBD.co.uk, as well as its wholesale
distribution division under Valiant Distribution, including the
licensed entertainment product manufacturer Famous Brandz. High
Tide's strategy as a parent company is to extend and strengthen its
integrated value chain, while providing a complete customer
experience and maximizing shareholder value.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
For more information about High Tide Inc., please visit
www.hightideinc.com and its profile pages on SEDAR at
www.sedar.com and EDGAR at www.sec.gov .
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this news release constitutes
forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "expect", "potential",
"believe", "intend" or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include statements relating to: the anticipated effects of the
Transaction on the business and operations of High Tide, including
Fastendr™ improving High Tide's competitive advantage in
bricks-and-mortar cannabis retail, providing High Tide with
potential new revenue generation, data collection and monetization
opportunities from third party retail locations, enhancing the
value of High Tide's Cabannalytics data insights offering, and
providing High Tide with opportunities to further enhance its
ancillary business lines; High Tide's ability to implement
Fastendr™ across retail sectors on a world class level; High Tide's
plans to license the Fastendr™ technology to third party retailers
within the cannabis industry and expanding to other retail sectors
across North America and beyond;
and High Tide's plans to equip all existing and future Canna Cabana
locations with Fastendr™, including first installations set to
occur in January, 2022.
Forward-looking information in this news release are based on
certain assumptions and expected future events, namely: that High
Tide will successfully complete the Transaction (and will obtain
all requisite approvals) on the terms and within the timelines
anticipated by High Tide; High Tide's financial condition and
development plans do not change as a result of unforeseen events;
there will continue to be a demand, and market opportunity, for
High Tide's product offerings; current and future economic
conditions will neither affect the business and operations of High
Tide nor High Tide's ability to capitalize on anticipated business
opportunities), although considered reasonable by management of
High Tide at the time of preparation, may prove to be imprecise and
result in actual results differing materially from those
anticipated, and as such, undue reliance should not be placed on
forward-looking statements.
These statements involve known and unknown risks,
uncertainties and other factors, which may cause actual results,
performance or achievements to differ materially from those
expressed or implied by such statements, including but not limited
to: the risks associated with the cannabis and CBD industries in
general; the inability of High Tide to close the Transaction; the
inability of High Tide to obtain requisite approvals, the inability
to High Tide to utilize Fastendr™ in the ways necessary to achieve
the anticipated benefits of the Fastrendr technology, decreasing
demand for High Tide's product, the inability of High Tide to
integrate the Fastendr™ technology into the Canna Cabana stores,
including the inability of High Tide to set up the first set of
installations in January, 2022, the inability of the Canna
Cabana stores to remain operational, the inability of High Tide to
license the Fastendr™ technology to third party retailers in the
cannabis industry and other retail sectors across North America and beyond.
Forward-looking statements, forward-looking financial
information and other metrics presented herein are not intended as
guidance or projections for the periods referenced herein or any
future periods, and in particular, past performance is not an
indicator of future results and the results of High Tide in this
press release may not be indicative of, and are not an estimate,
forecast or projection of High Tide future results. Forward-looking
statements contained in this news release are expressly qualified
by this cautionary statement and reflect our expectations as of the
date hereof, and thus are subject to change thereafter. High Tide
disclaims any intention or 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. Factors that
could cause anticipated opportunities and actual results to differ
materially include, but are not limited to, matters referred to
above and elsewhere in High Tide's public filings and material
change reports, which are and will be available on SEDAR.
This news release does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities in
the United States of America. The
securities have not been and will not be registered under the
United States Securities Act of 1933 (the "1933 Act") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons (as
defined in the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such
registration is available.
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SOURCE High Tide Inc.