Verano To Acquire Goodness Growth Holdings In $413M All-Stock Deal, Scores License In NYC

Verano Holdings Corp. VRNO VRNOF and Goodness Growth Holdings, Inc. GDNS GDNSF have entered into a definitive arrangement agreement  pursuant to which Verano will acquire all of the issued and outstanding shares of Goodness in an all-share transaction valued at approximately $413 million on a fully-diluted basis.

Under the terms of the arrangement agreement, it is expected that each holder of Goodness subordinate voting shares will receive 0.22652 of a Verano class A subordinate voting share for each Goodness subordinate voting share held and each holder of Goodness multiple voting shares and Goodness super voting shares will receive 22.652 Verano shares for each Goodness multiple voting share and Goodness super voting share held, respectively.

Key Points

• Upon the acquisition, Verano’s footprint will span to 18 states, with active operations in 15, including 17 cultivation facilities totaling 1.3 million square feet of cultivation capacity and 111 active dispensaries
• Verano will obtain one of only ten vertically-integrated licenses in New York, which includes one cultivation license, four active dispensaries, and four additional dispensaries.
• Verano will acquire one of only two vertically-integrated licenses in Minnesota which includes one cultivation license and eight active dispensaries
• In New York, the Company will gain delivery service across New York City, White Plains, Albany and several other locations
• In Minnesota, Verano will obtain eight dispensaries.
• Between 2022 and 2026, these net new markets are expected to generate combined revenue of more than $13.8 billion.

Goodness’ active operations include 18 dispensaries; five cultivation and processing facilities; a research and development facility; and the Vireo, 1937, LiteBud, Kings & Queens, Hi-Color, and Amplifi product brands.

The acquisition of Goodness is expected to expand Verano’s operational footprint with the addition of the New York, Minnesota and New Mexico markets, strategically increasing the company’s presence in the Northeast, Midwest and Southwest, while adding a suite of established cannabis brands to the company’s portfolio.

Management Commentary
“We have always viewed New York as a strategic market to solidify our existing east coast presence, particularly ahead of the state’s adult-use rollout, as we further expand the Verano platform and exceed a milestone of operating more than 100 dispensaries across the country,”  George Archos, Verano founder and CEO stated. “Adding the New York, Minnesota and New Mexico markets to our portfolio, with full vertical integration, provides Verano with a solid foundation for future growth. We’re excited to welcome new colleagues to the Verano family and look forward to serving patients and consumers in communities across these great states.”

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