U.S. multi-state operator (MSO) Red White & Bloom (CSE: RWB) (OTCQX: RWBYF) announced it has closed its highly-anticipated PharmaCo acquisition after receiving all the necessary regulatory approvals from the state of Michigan. The all-stock deal originally announced on July 27, 2020, was completed via the company’s wholly-owned subsidiary RWB Michigan, LLC.
Red White & Bloom is now officially a fully licensed and integrated seed-to-sale medical and adult-use cannabis player in Michigan, a top U.S. cannabis market, which boasted 2021 total sales of USD $1.79 billion. The company also announced it has expanded its Michigan operation to 180 employees.
Speaking on the company’s milestone acquisition, Red White & Bloom Chairman & CEO Brad Rogers stated:
“I’m pleased to announce that we have closed on the PharmaCo acquisition and now control all aspects of our Michigan operations. This is a major milestone for RWB and its shareholders as we continue to execute key components of our growth strategy and build our house of brands across our core markets, as promised. We are now in the driver’s seat on over 20 assets across Michigan – one of the largest and fastest-growing cannabis markets in the country.”
In total, the PharmaCo deal saw RWB acquire the following:
- Eight fully operating dispensaries (five dually licensed);
- Two operational indoor cultivation facilities totalling over 30,000 sq. ft.;
- One municipally licensed 10-acre outdoor cultivation facility operationally ready for 2022 season;
- Two ready-to-open dispensaries; and
- 22 owned properties for potential additional cultivation and dispensary locations.
Following up on his remarks, Rogers continued:
“RWB’s strategy is to optimally leverage regulatory frameworks in our core markets for success, financially and operationally. Through our previous partnerships, we were able to propel our Platinum Vape® brand cartridges to the #1 most popular brand in Michigan and establish a solid distribution channel for additional branded products. As we take full control of our Michigan operations from seed to sale, our anticipated 2022 initiatives include extending our branded product lines, updating our dispensaries to heighten the customer experience, creating supply chain efficiencies and growing revenue and profitability.”
The PharmaCo acquisition expands Red White & Bloom’s footprint in Michigan beyond its Warren manufacturing facility and industry-leading Platinum Vape brand.
RWB now owns and operates the following Michigan assets:
- Five & Dime – Detroit
- Shake & Bake – Detroit
- Motown Meds – Detroit
- Remedii Natural Health, Bay City – Bay City
- Dank on Arrival – Bay City
- Remedii Natural Health, Battle Creek – Battle Creek
- The Remedii Station – Vassar
- Remedii Natural Health Stateline – Morenci
- Plus two additional dispensary locations that are fully built out and ready to open
- Two indoor cultivation facilities – Glendale and Marquette
- A 10-acre outdoor cultivation site – Au Gres
- Multiple assets for expansion of RWB’s dispensary and cultivation footprint.
Please click here to access the location information for all of Red White & Bloom’s newly acquired assets.
“We welcome the many talented PharmaCo employees to the RWB team to continue their good work. We value their contributions and feel it is important to pay competitive wages and provide key leaders and employees with a stake in the company, so they share in the rewards of helping RWB achieve its goals,” added Rogers.
Consideration for the transaction includes the issuance of 37 million units of RWB. Each unit consists of one common share and one series 2 convertible preferred share in RWB. Each Series 2 Preferred Share shall be convertible, per the formula as set out in the terms in RWB’s articles, at any time or times before April 24, 2022. The Series 2 Preferred shares are subject to a voluntary lock-up until January 1, 2023. The Units were issued at a deemed price of CDN$0.90 per unit.
In addition, RWB has converted $30 million of previously advanced loans to PharmaCo into preferred shares in PharmaCo issued to RWB Michigan immediately before closing. Upon issuance, RWB Michigan will hold 100% of the ownership of PharmaCo.
PharmaCo Debt Holders Settlement
RWB has entered into agreements with certain creditors of PharmaCo for the settlement of an aggregate of CDN$4,048,000 of indebtedness through the issuance of 4,024,000 Units. The Series 2 Preferred Shares are subject to a voluntary lock-up until January 1, 2023. All shares issued in connection with the debt settlement will be subject to a hold period of four months and one day for Canadian holders and subject to applicable restrictions under Rule 144 for U.S. holders. The debt settlement is expected to close in the coming days.
RWB Grants Options & Performance-Based Restricted Stock
Certain officers, directors, employees and advisors have been issued an aggregate of 500,000 stock options at $0.50 per share and 1,250,000 performance-based restricted stock units with various vesting periods.
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Red White & Bloom is a paid client of The Cannabis Investor. The Cannabis Investor holds a position in RWB.
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