On October 14, 2021, Canopy Growth Corporation entered into definitive agreements providing Canopy Growth with the right, upon federal permissibility of THC in the U.S., to acquire 100% of the outstanding membership interest in Mountain High Products, LLC, Wana Wellness, LLC and The CIMA Group, LLC (collectively, Wana Brands).
Canopy Growth has a call option to acquire 100% of the membership interests in each entity. As consideration for entering into the agreements, Canopy Growth will make an upfront cash payment in the aggregate amount of US$297.5 million. Upon exercise of the right, Canopy Growth will make a payment equal to 15% of the fair market value of each entity at the time the option is exercised. As additional consideration, Canopy Growth may make additional deferred payments as of the 2.5 and 5-year anniversary, less certain deductions. At the option of Canopy Growth, all future payments may be satisfied in cash, shares or a combination thereof.
Cassels is acting as strategic and Canadian legal advisor to Canopy Growth.
This deal was profiled by Canadian Lawyer Magazine. Read more here.