Expanded Runway for Progress in Northeast, Southeast, and Southwest Strategic Hubs
Trulieve to Host a Convention Name and Webcast At present at 8:00AM ET
TALLAHASSEE, Fla. and PHOENIX , Oct. 1, 2021 /CNW/ – Trulieve Hashish Corp . (“Trulieve” or the “Firm”) (CSE: TRUL) (OTCQX: TCNNF), and Harvest Well being & Recreation Inc. (“Harvest”) (CSE: HARV, OTCQX: HRVSF) are happy to announce the completion of the beforehand introduced association, pursuant to which Trulieve acquired the entire issued and excellent subordinate voting shares, a number of voting shares and tremendous voting shares (collectively the “Harvest Shares”) of Harvest (the “Transaction”).
Key Transaction Highlights and Advantages
- Will increase Scale Throughout Our Hub Markets – creates at time of closing the biggest U.S. hashish operator throughout a mixed retail and cultivation footprint foundation with depth in key markets;
- Solidifies Place because the Most Worthwhile U.S. MSOs – establishes an impressive platform of profitability and money era for continued progress, positioning the Firm to execute on near-term alternatives in present markets in addition to future catalysts at each state and federal ranges;
- Offers Main Monetary Metrics – reinforces superior monetary efficiency relative to friends by delivering the strongest public firm monetary outcomes amongst any U.S. reporting MSO. Within the second quarter 2021, Trulieve reported revenues of $215.1 million , web revenue of $40.9 million , and Adjusted EBITDA 1 of $94.9 million , and Harvest reported revenues of $102.5 million , web loss earlier than non-controlling curiosity of $19.2 million , and Adjusted EBITDA 2 of $28.0 million . On a mixed foundation, within the second quarter 2021, Trulieve and Harvest had $317.6 million in reported income, the best amongst U.S. public reporting hashish corporations;
- Delivers an Distinctive Retail and Wholesale Distribution Mannequin – gives a strong retail community of 149 dispensaries throughout 11 states and three strategic regional hubs, with market main positions in Arizona , Florida and Pennsylvania ;
- Strengthens Trade Main Stability Sheet – combines Trulieve and Harvest’s sturdy money and money equivalents of $289.0 million and $71.0 million , respectively, as of June 30, 2021 , bolstered by Trulieve’s lately introduced $350.0 million debt financing and Harvest’s $55.0 million proceeds from the sale of its Florida license;
- Extends Product Choice and Manufacturers – provides profitable line of Harvest manufacturers, together with Alchemy and Roll One, throughout a number of type components to Trulieve’s portfolio of in-house manufacturers and nationwide model companions; and
- Leverages Expertise and Finest Practices – combines confirmed administration groups with established observe information, enhancing operational excellence throughout cultivation, manufacturing, and retail.
Administration Commentary
“The closing of this Transaction marks a transformational milestone in our firm’s historical past and positions Trulieve because the main medical and adult-use hashish operator within the U.S.,” said Kim Rivers , Chief Govt Officer at Trulieve . “I thank all our staff, each Trulievers and Harvesters, for his or her tireless efforts throughout this course of. The mixed footprint gives Trulieve with a stable basis for continued progress and scale. We look ahead to totally integrating Harvest as we proceed to execute on our hub technique within the U.S., creating an unrivalled model and fame within the market and worth for our shareholders.”
“This mixture brings collectively two corporations with depth and scale in key markets, offering a platform for progress for years to return,” mentioned Steve White, CEO of Harvest. “Trulieve’s buyer centric values match nicely with Harvest’s dedication to enhancing lives by the goodness of hashish.”
Transaction Particulars
The Transaction was accomplished by the use of a plan of association (the “Association”) underneath the provisions of the Enterprise Firms Act ( British Columbia ). Pursuant to the phrases of the Association, holders of Harvest Shares obtained 0.1170 of a subordinate voting share of Trulieve (every complete subordinate voting share, a “Trulieve Share”) for every subordinate voting share of Harvest (on a transformed foundation) held. In complete, Trulieve issued an combination of fifty,874,175 Trulieve Shares in reference to the Transaction in change for the entire issued and excellent Harvest Shares. An early warning report in respect of Trulieve’s acquisition of the entire issued and excellent Harvest Shares will probably be filed on SEDAR and made obtainable underneath Harvest’s issuer profile at www.sedar.com .
It’s anticipated that the subordinate voting shares of Harvest will probably be delisted from the Canadian Securities Change as of the shut of buying and selling on October 4, 2021 , and Harvest intends to submit an utility to the relevant securities regulators to stop to be a reporting issuer and terminate its public reporting obligations in the end.
Pursuant to the letter of transmittal mailed to shareholders of Harvest as a part of the supplies delivered in reference to the annual and particular assembly of Harvest shareholders held on August 11, 2021 , so as to obtain the Trulieve Shares to which they’re entitled, registered holders of Harvest Shares are required to deposit the share certificates(s) or DRS statements representing their Harvest Shares, along with a duly accomplished letter of transmittal, with Odyssey Belief Firm, the depositary underneath the Association. Shareholders whose Harvest Shares are registered within the identify of a dealer, vendor, financial institution, belief firm or different nominee should contact their nominee to deposit their Harvest Shares.
For extra info on the Association, please see the information releases beforehand issued by Trulieve and Harvest together with Harvest’s administration info round dated July 13, 2021 , ready in reference to the Association, all of which can be found underneath Harvest’s profile at www.sedar.com or www.sec.gov/edgar .
Monetary and Authorized Advisors
Canaccord Genuity Corp. acted as unique monetary advisor and DLA Piper ( Canada ) LLP and Fox Rothschild LLP acted as Canadian and United States authorized counsel, respectively, to Trulieve. Canaccord Genuity Corp. additionally offered a equity opinion to the Board of Administrators of Trulieve.
Moelis & Firm LLC acted as monetary advisor and Bennett Jones LLP and Troutman Pepper Hamilton Sanders LLP acted as Canadian and United States authorized counsel, respectively, to Harvest. Haywood Securities Inc. offered a equity opinion to the Particular Committee of the Harvest Board of Administrators.
Convention Name and Investor Presentation
Trulieve will maintain a convention name and webcast to debate the completion of the Transaction at this time at 8:00 AM EDT. The convention name could also be accessed by dialing 1-855-669-9657 and getting into convention ID 10160599. Entry to the webcast will probably be obtainable at Trulieve.com or Trulieve Acquires Harvest Webcast Name . As well as, an accompanying investor presentation will probably be obtainable on the Investor Relations Occasions & Shows web page on the Trulieve web site.
About Trulieve
Trulieve is an trade main, vertically built-in hashish firm and multi-state operator within the U.S. working in 11 states, with main market positions in Arizona , Florida , and Pennsylvania . Trulieve is poised for accelerated progress and enlargement, constructing scale in retail and distribution in new and present markets by its hub technique. By offering modern, high-quality merchandise throughout its model portfolio, Trulieve delivers optimum buyer experiences and will increase entry to hashish, serving to sufferers and clients to reside with out limits. Trulieve is listed on the Canadian Securities Change underneath the image TRUL and trades on the OTCQX market underneath the image TCNNF.
To study extra about Trulieve, go to www.Trulieve.com .
The Canadian Securities Change has not reviewed, authorised or disapproved the content material of this information launch.
Ahead-Wanting Statements
This information launch contains forward-looking info and statements, which can embody, however are usually not restricted to, info and statements concerning or inferring the long run enterprise, operations, monetary efficiency, prospects, and different plans, intentions, expectations, estimates, and beliefs of the Firm. Phrases akin to “expects”, “proceed”, “will”, “anticipates” and “intends” or related expressions are meant to establish forward-looking statements. Such statements embody, however are usually not restricted to, statements about the advantages of the acquisition of Harvest, the mixing of the 2 companies, and our plans, goals, expectations, and intentions with respect to future operations, services and products. These forward-looking statements are primarily based on the Firm’s present projections and expectations about future occasions and monetary tendencies that administration believes would possibly have an effect on its monetary situation, outcomes of operations, enterprise technique and monetary wants, and on sure assumptions and evaluation made by the Firm in mild of the expertise and notion of historic tendencies, present circumstances and anticipated future developments and different components administration believes are acceptable. Ahead-looking info and statements contain and are topic to assumptions and recognized and unknown dangers, uncertainties, and different components which can trigger precise occasions, outcomes, efficiency, or achievements of the Firm to be materially totally different from future occasions, outcomes, efficiency, and achievements expressed or implied by forward-looking info and statements herein, together with, with out limitation, the dangers mentioned underneath the heading “Danger Components” in our Annual Report on Kind 10-Okay for the yr ended December 31, 2020 and in subsequent periodic and present reviews filed with the United States Securities and Change Fee and within the Firm’s filings on SEDAR at www.sedar.com. Though the Firm believes that any forward-looking info and statements herein are affordable, in mild of using assumptions and the numerous dangers and uncertainties inherent in such info and statements, there could be no assurance that any such forward-looking info and statements will show to be correct, and accordingly readers are suggested to depend on their very own analysis of such dangers and uncertainties and shouldn’t place undue reliance upon such forward-looking info and statements. Any forward-looking info and statements herein are made as of the date hereof, and besides as required by relevant legal guidelines, the Firm assumes no obligation and disclaims any intention to replace or revise any forward-looking info and statements herein or to replace the explanations that precise occasions or outcomes may or do differ from these projected in any ahead wanting info and statements herein, whether or not because of new info, future occasions or outcomes, or in any other case, besides as required by relevant legal guidelines.
Footnote 1
This displays the Adjusted EBITDA of Trulieve for the fiscal quarter ended June 30, 2021 . Essentially the most straight comparable GAAP monetary measure for Adjusted EBITDA is Web Revenue (loss), which for Trulieve for the fiscal quarter ended June 30, 2021 was $40.9 million . The next is a reconciliation of Adjusted EBITDA to Web Revenue (loss) for Trulieve for the fiscal quarters ended March 31, 2021 and June 30, 2021 , and the six-month interval ended June 30, 2021 .
Footnote 2
This displays the Adjusted EBITDA of Harvest for the fiscal quarter ended June 30, 2021 . Essentially the most straight comparable GAAP monetary measure for Adjusted EBITDA is Web Revenue (loss), which for Harvest for the fiscal quarter ended June 30, 2021 was $(19.229) million . The next is a reconciliation of Adjusted EBITDA to Web Revenue (loss) for Harvest for the fiscal quarter ended June 30, 2021 .
For the three months ended June 30, |
|||||
(Quantities expressed in 1000’s of United States {dollars}) |
2021 |
2020 |
|||
Web loss (GAAP) earlier than non-controlling curiosity |
$ |
(19,229) |
$ |
(25,645) |
|
Add (deduct) affect of: |
|||||
Web curiosity and different financing prices (1) |
9,184 |
9,390 |
|||
Revenue tax |
6,834 |
1,132 |
|||
Amortization and depreciation (2) |
3,532 |
1,803 |
|||
Loss on sale of property |
21 |
2,783 |
|||
Truthful worth of legal responsibility adjustment |
8,353 |
1,497 |
|||
Truthful worth of contingent consideration |
4,500 |
— |
|||
Different revenue |
(269) |
(1,205) |
|||
Overseas forex acquire |
(17) |
(30) |
|||
Share-based compensation expense |
3,741 |
3,276 |
|||
Contract asset impairment |
— |
2,420 |
|||
Discontinued operations, web of tax |
1,954 |
905 |
|||
Different enlargement bills (pre-open) |
3,371 |
2,323 |
|||
Transaction & different particular expenses |
6,047 |
956 |
|||
Adjusted EBITDA (non-GAAP) |
$ |
28,022 |
$ |
(395) |
|
(1) Contains lower than $0.1 million and $0.2 million of curiosity reported in value of gross sales for the three months ended June 30, 2021 |
|||||
(2) Contains $1.1 million and $0.9 million of depreciation reported in value of gross sales for the three months ended June 30, 2021 and |
SOURCE Trulieve Hashish Corp.
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