SOL Global Investments Corp. has entered into letters of intent to acquire ECD, Inc., which operates as Northern Emeralds, a cannabis cultivation, processing and distribution company headquartered in Humboldt County, California.
Northern Emeralds cannabis flower brands included its Titan OG, OK Sapphire Kush, and Durban Poison strains.
Pursuant to the terms of a binding letter of intent between SOL Global and ECD, Inc., SOL Global will acquire Northern Emeralds for an aggregate purchase price of US$120 million, less certain adjustments.
The purchase price will be satisfied by the issuance of common shares in CannCure Investments Inc., an affiliated entity of SOL Global, or ‘such other subsidiary or affiliate’.
Closing is expected to occur on or about August 1, 2019 or as otherwise agreed to by the parties.
In addition, SOL Global will acquire six licensed dispensary companies in California from Three Habitat Consulting Holdco Inc. These dispensaries will subsequently operate under the ‘One Plant’ brand.
SOL Global intends to open One Plant-branded dispensaries throughout California (a total of 20 operating and licensed dispensary companies), Florida, and Michigan.
Pursuant to the terms of a binding letter of intent between SOL Global and Three Habitat Consulting Holdco Inc., SOL Global will acquire the six California dispensary companies from Three Habitat for an aggregate purchase price of US$17m, subject to adjustment based on the achievement of certain post-closing milestones.
The purchase price will be satisfied by US$5 million in cash and the remaining balance in common shares of CannCure or such other affiliate or subsidiary of SOL Global as determined by the parties.
The transaction remains subject to the execution of a definitive purchase agreement and the receipt of all necessary governmental, corporate, and regulatory approvals. Closing is expected to occur on or about August 1, 2019 or as otherwise agreed to by the parties. There are no assurances that the proposed transaction with Three Habitat will be completed as proposed or at all.
SOL Global intends to establish a new separate cannabis multi-state operator (“MSO”) by combining its proposed acquisitions of Northern Emeralds and the six One Plant California dispensaries with its previously announced proposed acquisition of Michigan-based MCP Wellness Inc. and its existing Florida-based cannabis company, 3 Boys Farms, LLC.
If the proposed acquisitions are completed, SOL Global intends to pursue a “going public transaction” of the MSO by way of an initial public offering, reverse takeover, plan of arrangement or other similar transaction that will result in the listing of the shares of the MSO on a recognized Canadian stock exchange.
Northern Emeralds is a cannabis cultivator, producer, and distributor located in the Emerald Triangle in Humboldt County, California.
Northern Emeralds’ operations are spread among five distinct facilities in Humboldt and will total a combined 35,000 square feet of eco-friendly cultivation, production and distribution facilities.
One Plant is a chain of cannabis dispensaries with additional planned locations throughout California, Florida, and Michigan.
One Plant intends to open nine (9) dispensaries throughout California in 2019, and an additional eleven (11) dispensaries in the state in 2020 and is currently in various development and approval stages for dispensary locations in Monterey County, Palm Springs, Contra Costa, Atwater, Goleta, and Placerville, among others.
One Plant intends to open five (5) dispensaries in Florida in 2019 and an additional eight (8) dispensaries in Florida in 2020. The MSO, once it is fully established, intends to convert three (3) existing Michigan dispensaries to One Plant-branded locations in 2019, intends to open an additional four (4) dispensaries in Michigan in 2019, and intends to open an additional six (6) locations in Michigan in 2020. In total, One Plant intends to have 46 dispensary locations in operation throughout the three states by the end of 2020.
SOL Global intends to announce in a further press release the MSO’s management team to oversee the operations in Florida, California and Michigan. This management team will be selected from among top executives and industry players at leading cannabis and consumer product goods companies.
“Simply put, Northern Emeralds is the most advanced cannabis producer in the most famous cannabis-producing region in the world, and SOL Global is thrilled to integrate the Northern Emeralds family within our comprehensive U.S. cannabis strategy via the MSO,” said Brady Cobb, CEO of SOL Global.
“This partnership enables SOL Global to deploy Northern Emeralds’ best in class genetics, method and data-based cultivation, and processing operations across our entire portfolio. This integration, combined with the carefully curated retail concept and dispensary locations offered by One Plant – as well as SOL Global’s roster of consumer-favorite brands – further cements SOL Global’s and ultimately the MSO’s position as a vertically-integrated multi-state powerhouse that is poised to drive substantial revenue growth in three (3) of the most important cannabis markets in the United States.”
“I am thrilled to join the Northern Emeralds team and brands with the SOL Global and One Plant families” said Cody Stross, founder and C.E.O. of Northern Emeralds. “We are passionate about ‘sharing with the world’ that which we started in a garage in Humboldt County over eight years ago. We cultivate the ‘highest intent of the seed’ and I can think of no better partnership to realize this dream.”
Spending on legal cannabis in California reached a total of $2.5 billion in 2018 and is expected to grow to as much as $5.6 billion by 2022, according to leading cannabis research firm ArcView. ArcView also predicts that spending on legal cannabis in Florida and Michigan could reach $1.6 billion and $1.4 billion, respectively, by 2022.Cannabis Business Worldwide