CALGARY, Alberta – (BUSINESS WIRE) – High Tide Inc. (“High Tide” or “Company”) (TSXV: HITI) (NASDAQ: HITI) (ESF: 2LYA), a leading cannabis company focused on retailing with bricks and mortar, as well as e-commerce assets, is pleased to announce that, following its press release dated October 7, 2021, the company has completed its acquisition (the “acquisition”) of an 80% interest in Enigmaa Ltd., which operates as Blessed CBD, (Blessed) for £ 9,064,000 (the “Transaction”) and will have a three-year option to acquire the remaining 20% of Blessed at any time.
Founded in 2019 based in Scotland, Blessed has grown rapidly to become one of the most popular brands of hemp-derived hemp products across the UK, including oils, creams, jelly beans and CBD capsules. In 2020, Blessed had about 5 million site visits and an average order value of approximately GBP 75.
This is High Tide’s fifth acquisition in the global e-commerce space in 2021, bringing High Tide’s online portfolio to a total of eight e-commerce platforms through cannabis, CBD derived from hemp and consumer accessories, serving customers across the UK and the EU. , and North America. These transactions have collectively contributed to increasing the annual current e-commerce revenue of approximately $ 10.6 million at the end of October 31, 2020 to just under $ 60 million today.
The acquisition was completed in accordance with the terms of a share purchase agreement (the “Acquisition Agreement”), a copy of which is available on the company’s SEDAR profile. High Tide acquired 80% of Blessed in return for: (i) 1,136,551 High Tide common shares (each a “high tide share”) valued at £ 4,864,000 (the “share consideration”). ), based on an estimated price of $ 7,2856 per high tide share, equal to the volume-weighted average price per high tide share on the TSX Venture Exchange (“TSXV”) during the ten consecutive trading days prior to closing of the acquisition; and (ii) £ 4,200,000 in cash. In addition, in accordance with the acquisition contract, the purchase price is subject to a working capital adjustment provision after closing. Under this provision, the parties will adjust the purchase price to offset any increase or decrease in net working capital from the closing date.
High tide shares issued in accordance with the consideration of shares are subject to a legal retention period of four months and one day.
In addition to the above, the founder of Blessed has agreed to grant High Tide the option to acquire all remaining shares of Blessed that did not have High Tide and become the sole shareholder of Blessed (the “Option de Call ”), with a business value equal to the twelve (12) subsequent months of income at that time multiplied by 2.2. The call option may be exercised at any time for a period of three (3) years after the acquisition. In addition, High Tide has agreed to grant the founder of Blessed an option to place in High Tide the remaining shares of Blessed not owned by High Tide (the “Put Option”), at the same business value as the Call option. The put option will be exercised by the founder of Blessed for a period of two (2) years after the first anniversary of the acquisition. The consideration for the call option or put option, if exercised, will be paid in high tide shares, based on an estimated price per high tide share equal to the weighted average price per volume per tide share. registration of the TSXV during the ten (10) consecutive trading days prior to the closing of the call or put option, as the case may be.
KPMG LLP conducted financial due diligence on behalf of High Tide for the Transaction. Garfinkle Biderman LLP and Ince Gordon Dadds LLP acted as High Tide Legal Advisers in connection with the transaction and Carlsquare and Addleshaw Goddard LLP acted as Blessed in connection with the transaction.
In connection with the closing of the transaction, Blessed founder and CEO Vithurs Thiru (better known as “V”) will join the high tide team as senior search manager (SEO) of the company and will help grow The High Tide CBD business worldwide. In connection with the appointment of V, High Tide granted 25,000 stock options (the “Options”) to V, which may be exercised at CAD $ 7.17 per High Tide share for a period of 3 years.
ABOUT BLESSED CBD
Enigmaa Ltd., which operates as Blessed CBD, is one of the leading online retailers of hemp-derived hemp products in the UK. nice customer service. Blessed CBD has been featured as the best CBD oil in the UK in several publications, including The Mirror, Reader’s Digest and Maxim Magazine.
OVER THE HIGH SEA
High Tide is a leading cannabis company focused on retailing with bricks and mortar, as well as global e-commerce assets. The company is Canada’s largest revenue-generating recreational cannabis retailer, with 101 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan, and appeared in the third annual report on Business Magazine’s ranking of Canada’s best growing companies on 2021. High Tide’s The retail segment includes the banners of Canna Cabana, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis, with additional locations under development across the country. High Tide has been serving consumers for more than a decade through its established e-commerce platforms, including Grasscity.com, Smokecartel.com, Dailyhighclub.com and Dankstop.com and, more recently, in the CBD space hemp derivative through CBDcity.com, FABCBD.com, and BlessedCBD.co.uk, as well as its wholesale distribution division under Valiant Distribution, including the authorized manufacturer of Famous Brandz entertainment products. High Tide’s strategy as a parent company is to expand and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Major industry investors in High Tide include Tilray Inc. (TSX: TLRY) (Nasdaq: TLRY) and Aurora Cannabis Inc. (TSX: ACB) (Nasdaq: ACB).
Neither the TSXV nor its regulatory service provider (as defined in the TSXV’s policies) assumes responsibility for the adequacy or accuracy of this version.
For more information about High Tide Inc., visit www.hightideinc.com, its SEDAR profile page at www.sedar.com and its EDGAR profile page at www.sec.gov.
CAUTION NOTICE REGARDING FILE STATEMENTS
This press release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not of a clear historical nature may constitute forward-looking statements.
In general, this forward-looking information or forward-looking statements can be identified by using forward-looking terminology such as “plans,” “expected,” or “not expected,” “expected,” “budget,” “scheduled,” ” Estimates “,” forecasts “,” attempts “,” anticipates “or” does not anticipate “, or” believe “, or variations of these words and phrases or may contain statements that certain actions, events or results” may “,” could ” “,” would “,” could “or” will be taken “,” will continue “,” will occur “or” will be achieved. “The forward-looking information and forward-looking statements included in this document include, but are not limited to, statements about : Creating synergies and cross-selling between High-Tide e-commerce platforms; High Tide’s ability to become a world leader in the e-commerce market for hemp-derived hemp products; V capacity to grow the high tide CBD business globally; e the acquisition of serving as an entry point into the EU market for the company; V incorporation into the company as general manager of digital marketing and SEO; the growth rate of the global CBD market; High Tide’s e-commerce revenue rises to an annual execution rate of just under $ 60,000,000; and the planned Blessed on Closing working capital.
The forward-looking information in this press release is based on certain assumptions and anticipated future events, namely: when the transaction is completed, High Tide may increase its annual execution rate; the transaction will serve as an entry point into the EU market; The financial situation and high tide development plans do not vary as a result of contingencies; there will continue to be demand and market opportunities for High Tide product offerings; the transaction will create synergies between its e-commerce platforms; V will join the company as general manager of digital marketing and SEO; Blessed will have the working capital declared at the close of the Transaction; the exercise of the Call or Put option will be exercise; The annual high tide execution rate will increase to $ 60,000,000 and current and future economic conditions will not affect the high tide business and operations or the high tide capacity to capitalize on the planned business opportunities ). Although high tide management considers them reasonable at the time of preparation, these assumptions may be inaccurate and result in actual results that differ materially from those anticipated and therefore prospective statements should not be relied upon.
These statements involve risks, uncertainties and other known and unknown factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied in these statements, including, but not limited to, the potential incapacity of the Company. to continue as an ongoing company; the risks associated with the cannabis industry and CBD in general; Alta Marea’s inability to create synergies between its e-commerce platforms; High Tide’s inability to become a world leader in the e-commerce market for hemp-derived products; V’s inability to grow the high-tide CBD business globally; the inability of the transaction to serve as an entry point into the EU market; risks that the global CBD market will not grow at the projected growth rate; risks associated with possible legislative and / or regulatory changes by relevant governmental and / or regulatory bodies; risk that V will not join the company; risk that Blessed will not have the working capital required to close the Transaction; the risk that the annual operating rate of the company will not increase to $ 60,000,000; and there is a risk that neither the Company nor V will exercise the Call or Put option.
Readers are cautioned that the above list is not exhaustive. Readers are advised not to rely too heavily on forward-looking statements, as it cannot be assured that the plans, intentions, or expectations on which they stand cannot be produced. This information, even if management considers it reasonable at the time of preparation, may be incorrect and actual results may differ materially from those anticipated.
This press release does not constitute an offer to sell or a request for an offer to purchase any of the securities in the United States of America. The securities have not been registered or will be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities law and may not be offered or sold in the United States or to individuals. Americans (as defined in the 1933 Act) unless it is registered under the 1933 Act and applicable state securities laws, or if there is an exemption from such registration.
1 Data according to Google Analytics.
2 Without auditing.
3 Without auditing.
No related posts.
