Trulieve Cannabis to acquire Harvest Health for $2.1B
2021-05-10 09:37 ET - News Release
Also News Release (C-HARV) Harvest Health & Recreation Inc
Ms. Kim Rivers of Trulieve reports
TRULIEVE ANNOUNCES THE LARGEST US CANNABIS TRANSACTION; ACQUISITION OF HARVEST HEALTH & RECREATION INC., CREATES THE MOST PROFITABLE MULTI-STATE OPERATOR IN THE WORLD'S LARGEST CANNABIS MARKET
Trulieve Cannabis Corp. and Harvest Health & Recreation Inc. have entered into a definitive arrangement agreement, pursuant to which Trulieve will acquire all of the issued and outstanding subordinate voting shares, multiple voting shares and supervoting shares of Harvest. Under the terms of the Arrangement Agreement, shareholders of Harvest (the "Harvest Shareholders") will receive 0.1170 of a subordinate voting share of Trulieve (each whole share, a "Trulieve Share") for each Harvest subordinate voting share (or equivalent) held (the "Exchange Ratio"), representing total consideration of approximately $2.1 billion based on the closing price of the Trulieve Shares on May 7, 2021.
Trulieve, a leading multi-state operator with a focus on the northeast and southeast regions of the United States, and Harvest, a leading multi-state operator with a focus on the west coast and northeast regions of the United States, have built deep, vertically integrated operations in their key markets, becoming leading operators in the United States, the world's largest regulated cannabis market.
Upon completion of the Transaction, as well as the closing of other previously announced acquisitions by Harvest and Trulieve, the combined business will have operations in 11 states, comprised of 22 cultivation and processing facilities with a total capacity of 3.1 million square feet, and 126 dispensaries serving both the medical and adult-use recreational cannabis markets.
Key Transaction Highlights and Benefits
Increases Scale Across Our Hub Markets - through the creation of the largest U.S. cannabis operator on a combined retail and cultivation footprint basis;
Creates the Most Profitable US MSO - with combined 2020 Adjusted EBITDA of $266 million 1,2 and combined 2021E consensus Adjusted EBITDA3 of $461 million, delivering an unparalleled platform for continued growth;
Delivers a Superior Existing Retail and Distribution Model - from a robust retail network of 126 dispensaries across 11 states, the combined company will have leading market shares in Arizona and Florida;
Strong and Expanding Multi-State Presence - bolsters Trulieve's expansion in US northeast and southeast hubs in Florida, Pennsylvania and Maryland, and establishes a southwest hub in core markets including Arizona, where recreational adult use of cannabis was recently legalized;
Optimizes Nationwide Presence - through well-established retail and wholesale channels across markets, as well as the ability to reach an estimated total addressable market of US$19.3 billion in 2025E (Arcview market estimate);
Adds Premium Brands - to Trulieve's portfolio of in-house brands and national brand partners with a successful line of products across multiple form factors;
Leverages Expert Operating Teams and Best Practices - from each of Trulieve and Harvest, enhancing operational excellence by combining unparalleled knowledge of, and success in winning, state license application processes and the ability to rapidly bring operations to market; and
Accretive Transaction Reinforces Trulieve's Leading Financial Metrics - by reinforcing superior financial performance relative to peers through industry-leading margins and strong projected profitable growth.
Management Commentary
"Today's announcement is the largest and most exciting acquisition so far in our industry, creating the most profitable public multi-state operator. Importantly, our companies share similar customer values with a focus on going deep in core markets. This combination offers us the opportunity to leverage our respective strong foundations and propel us forward with an unparalleled platform for future growth," stated Kim Rivers, Chief Executive Officer of Trulieve. "Harvest provides us with an immediate and significant presence in new and established markets and accelerates our entry into the adult use space in Arizona. Trulieve and Harvest are leaders in our markets, recognized for our innovation, brands, and operational expertise with true depth and scale in our businesses. We look forward to providing best-in-class service to patients and customers on a broader national scale as we create an iconic US cannabis brand."
"We are thrilled to be joining Trulieve, a company that has achieved unrivaled success and scale in its home state of Florida," said Steve White, Chief Executive Officer of Harvest. "As one of the oldest multi-state operators, we believe our track record of identifying and developing attractive market opportunities combined with our recent successful launch of adult use sales in Arizona will add tremendous value to the combined organization as it continues to expand and grow in the coming years."