RE:RE:RE:RE:RE:RE:RE:Valuation Metrics - Verano OnlyHi PD,
So the press release from Majesta on December 15th, 2020 is as follows:
Verano Holdings Enters into an Agreement for a Go-Public Transaction in Conjunction with AltMed Merger (globenewswire.com) In it, you will see it states:
"The subscription receipts are anticipated to be priced at US$10 per subscription receipt and are based on a US$2.8 billion pre-money valuation of the combined companies." This implies 280,000,000 shares (I interpret this as a pre-money valuation - prior to the private placement)
Additionally, it states:
"Securityholders of Verano and AltMed will receive subordinate voting shares and proportionate voting shares of the Resulting Issuer which, in the aggregate and on an as-converted basis, will initially constitute approximately 77% and 23%, respectively, of the Resulting Issuer’s outstanding shares." This implies that the original Verano shareholders will have 77% of the 280,000,000 million shares in question.
Pursuant to Sol Global's August 31st, 2020 filings, Sol's ownership of Verano was ~12.6%. Therefore it would be reduced down to 9.7% post the Alt-med merger (based on 77% of the original 12.6%). This implied ~27,160,000 shares.
As further validation, on January 21st, 2021, Verano announced in a press release the completion fo the $100MM subscription placemenent and assigns a $10/subscription unit which converts into subordinate shares (i.e., reconfirming the $10/Verano share price):
Verano Holdings, LLC Announces Completion of Subscription Receipt Financing (streetinsider.com) However, since I posted this, another member of another group sent me the following statement which he had read somewhere (I don't know where):
"Existing Verano shareholders will receive 73.84% of the converted shares, while AltMed shareholders will get 22.5%. Another 3.5% of converted shares will be available to investors who participate in the private placement."
In which case the new ownership level would be ~9.3% instead which would equate to 26,050,752MM shares.
While this is still not the 25.2MM shares mentioned in the latest announcement from Sol Global on February 8th, 2021: SOL Global Provides General Operations Update for February 2021 | Business Wire At least its a lot closer. I would assume that the remaining ~850k dilution occurred from other dilutive activities as mentioned in the December 15th, 2020 release (see above): "These percentages are subject to dilution from expected share issuances arising from a concurrent offering, the closing of Verano’s pipeline transactions, and certain contractual adjustments to the amount of the Merger consideration issuable to AltMed security holders. In addition to the share consideration issuable under the RTO, the Resulting Issuer will pay certain AltMed security holders a total of US$35 million in cash installments."
Hope that helps answer your question