Verano Holdings Announces Agreements in Illinois, Pennsylvania, and Arizona

CHICAGO – Verano Holdings Corp. (CSE: VRNO) (“Verano” or “the Company”), a respected multi-state cannabis business, announced this has entered into agreements to get: certainly one of Illinois’ top-producing dispensaries have real profit start one extra dispensary in Chicago, three very effective active dispensaries and a license for three extra dispensaries in Pennsylvania, aswell as you coveted active dispensary in Phoenix, Arizona. Upon conclusion, the purchases would further bolster Verano’s impact in three key states, while the business continues to perform on its concentrated technique to establish a respected position that is competitive its core markets. Closing of the transactions is subject to conditions that are customary contingencies and regulatory approvals.

Key Acquisition Details upon conclusion:

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  • Maximizes Verano’s Illinois footprint1 that is retail while unlocking the coveted Chicago market with one active dispensary in the city’s Medical District, plus the ability to open one additional dispensary in the West Loop blocks from the city’s downtown area. Verano would be one of only four companies with the ability to maximize its Illinois footprint that is retail
  • Expands Verano’s footprint that is retail Pennsylvania to six operating dispensaries, plus a license for three additional dispensaries. This includes three of the state’s top performing dispensaries, located in the Philadelphia metropolitan area.
  • Escalates the Company’s access to Pennsylvania’s surging population that is patient. The 5th many state that is populous the U.S. currently counts around 400,000 registered medical marijuana patients.
  • Elevates Verano’s footprint that is retail Arizona – one of many country’s latest states to start product sales of adult-use cannabis – to five operating dispensaries.2 The addition with this very effective, Central Phoenix dispensary would offer Verano the next biggest active footprint that is retail Arizona.
  • Further solidifies Verano’s experienced leadership team, adding engaged and aligned management that is local that have demonstrated functional prowess, strong community engagement and a sincere dedication to quality client care and customer care.

“We are extremely excited for just what the near future holds in Illinois, Pennsylvania and Arizona,” said George Archos, Co-Founder and CEO of Verano. “Each are fundamental areas for all of us and thoughtfully present robust designed programs with great potential, for sound operators, patients and consumers alike. Illinois is among the country’s largest cannabis markets, surpassing $1 billion in combined sales year that is last as well as our house state. Pennsylvania’s vibrant cannabis that are medical is among the largest in the country, with nearly 400,000 registered patients to date and rising. And, with Arizona adult that is recently adding to its system, we’re thinking about the chance to help meet surging need with this considerable, responsible cannabis product providing. Critical to the selection that is careful our optimism within these markets, we’ve identified partners that we feel are some of the most talented and dedicated operators in the industry. These teams, and the businesses that are impressive built, are fantastically fitted to the Verano portfolio.”

Transaction Features

Illinois

Verano has entered into an understanding, at the mercy of conditions that are customary regulatory approvals, to acquire The Herbal Care Center, Inc. (“The Herbal Care Center”). The Herbal Care Center operates one of Illinois’ largest and top-performing combined medical and adult-use dispensaries, located in Chicago’s Medical District, and has plans to open a adult-use that is second within the town’s bustling West Loop/Greektown neighbor hood. Total consideration includes money consideration of US$17,500,000, payable over 12 months at the mercy of modification, and course a voting that is subordinate (“Class A Shares”) and class B proportionate voting shares (“Class B Shares”) of the Company equivalent to 904,642 Class A Shares on an as converted basis, including a minimum of 90,464 Class A Shares.

The Herbal Care Center’s proven management team will remain in place following the acquisition.

“The Herbal Care Center has built a reputation around smooth and effective operations, a product that is best-in-class and an unwavering dedication to the health of our clients, customers and all of us,” said Michael Mandera, General Manager associated with the Herbal Care Center. “We are elated that Verano leadership acknowledges our work of love, and now we have been in complete positioning in accordance with the opportunities that lie ahead.”

Pennsylvania

Verano has entered into an understanding and plan of merger pursuant to which subsidiaries of Verano will merge with and into TerraVida Holistic Centers, LLC (“TerraVida”) and GVB Holding Group, LLC which run three regarding the state’s top performing dispensaries that are medical Sellersville, Abington, and Malvern, Pennsylvania. The merger consideration includes cash consideration of US$62,500,000, subject to adjustment, with US$15,000,000 being payable on the closing date, US$10,000,000 payable within 90 days after the closing date, and the remainder payable within 180 days after the closing date. A Shares on an as converted basis, including a minimum of 1,506,750 Class A Shares.

TerraVida’s highly regarded management team will remain in place following the acquisition as Verano looks to build on the strong foundation they have established in Southeastern Pennsylvania.

“This is an exciting time for the TerraVida team to have the ability to expand throughout Pennsylvania and provide access and patient focused care to a greater population of patients in need,” said Chris Visco, Co-Founder and CEO of TerraVida Holistic Centers in addition, the merger consideration includes Class A Shares or Class B Shares equivalent to 3,013,500 class.

Verano additionally announced it has entered into agreements pursuant to which a subsidiary of Verano will get every one of the given and equity that is outstanding of a licensee that holds one permit, which would give the Company the ability to open three dispensaries in Pennsylvania. Pursuant to these agreements, the purchase consideration includes cash consideration of US$7,350,000 payable in cash and Class A and Class B Shares equivalent to 1,333,173 Class A Shares (on an as-converted basis). One of the sellers is also entitled to an earnout payable in shares in the capital of Verano (or up to 50% in cash at the election of the seller) in accordance with the terms of the agreement that is applicable

Arizona


Verano Arizona, LLC (“Verano Arizona”), a subsidiary of Verano, has entered into an understanding with Nabis AZ, LLC (“AZ Sub”), a subsidiary of Nabis Holdings Inc. (CSE: NAB) (OTC: NABIF) (FRA: A2PL) (“Nabis”) whereby AZ Sub will move the governance and management of Perpetual Healthcare Inc. (“PHI”), which operates the Emerald Dispensary in Phoenix, Arizona, to Verano Arizona. Under the terms of the agreement, AZ Sub will assign the rights to manage PHI to Verano Arizona. In consideration of the foregoing, AZ Sub will receive cash consideration of US$11,250,000, Class A Shares having an value that is aggregate of11,250,000, at the mercy of the performance regarding the stocks within the ten time duration rigtht after the signing regarding the contract.
The closing associated with the deals described herein are, or might be, at the mercy of the approval of regulatory approvals, as well as other closing that is customary. The transactions are expected to close in late Q1 or q2 that is early of VeranoVerano Holdings Corp. is a respected, vertically-integrated, multi-state cannabis operator within the U.S., specialized in the ongoing enhancement of public health by giving access that is responsible regulated cannabis products. With a mission to address health that is vital health requirements, Verano creates an extensive suite of premium, revolutionary cannabis services and products offered under its trusted profile of customer brands: Verano, Avexia, Encore, and MÜV. The company’s portfolio encompasses 14 U.S. States, with active operations in 11, including eight manufacturing facilities comprising around 750,000 square foot of cultivation. Verano designs, builds, and runs dispensaries under retail brands Zen Leaf and MÜV, delivering an exceptional cannabis experience that is shopping both medical and adult-use areas. Discover more at

www.verano.com(*).(*)

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