Canopy Growth Corporation (TSX: WEED) (NASDAQ: CGC) and Lemurian, Inc. ("Jetty"), a California-based producer of high-quality cannabis extracts and pioneer of clean vape technology, announced today that they have entered into definitive agreements providing Canopy Growth, by way of a wholly-owned subsidiary ("Canopy Sub"), the right to acquire, upon federal permissibility of THC in the U.S. or earlier at Canopy Growth's election, up to 100% of the outstanding capital stock of Jetty.
According to the press release,
"These Agreements present Jetty with potential opportunities to collaborate across Canopy's robust U.S. THC ecosystem, which already includes the right to acquire both Acreage Holdings, Inc. and Wana Brands, as well as a significant conditional ownership interest in TerrAscend Corp. The two companies are also exploring avenues through which Jetty could bring the brand and its innovative product line up to the Canadian recreational market to fully realize the North American, cross-border potential of Jetty's industry leading IP."
The Agreements are structured as two separate option agreements whereby Canopy Growth has a call option to acquire up to 100% of the equity interests in Jetty.
Under the Agreements, Canopy Growth will make aggregate upfront payments in the amount of approximately USD$69 million payable through a combination of cash and Canopy Growth common shares, a majority of which will be Canopy Growth common shares, in exchange for approximately 75% of the equity interests in Jetty, subject to certain adjustments.
Upon exercise of the rights to acquire up to 100% of the equity interests in Jetty covered by the first option agreement, Canopy Growth will make an additional payment pursuant to the terms of the Agreements, also to be satisfied through a combination of cash and Canopy Growth common shares.
Until such time as Canopy Sub elects to exercise its rights to acquire Jetty, Canopy Growth and Canopy Sub will have no direct or indirect economic or voting interests in Jetty, Canopy Growth and Canopy Sub will not directly or indirectly control Jetty, and Canopy Growth and Canopy Sub, on the one hand, and Jetty, on the other hand, will continue to operate independently of one another.