Toronto, ON (MAY 15, 2018) – PRESS RELEASE – Four companies in the burgeoning cannabis space have announced a binding letter of intent to merge to form one of the industry’s most comprehensive platforms, operating under the name TILT Holdings Inc. (TILT). Together, the united companies represent all facets of the industry to provide technology driven solutions throughout the entire cannabis ecosystem.
"TILT will enable businesses the opportunity to interact, communicate and operate with a greater degree of efficiency with their patients and consumers,” said Alex Coleman, manager of Sea Hunter Holdings, LLC. “Due to the conflict between federal and state law, the industry still faces numerous challenges that are impeding the ability of businesses to effectively deliver products and services to a large and growing demand base. TILT will maintain competencies across the entire spectrum of the industry, from vertically integrated operations to cutting edge genetics and CRM systems, all supported by robust data-driven insights. While a portion of our revenue is derived from our own proprietary operations, our emphasis is to enable businesses the ability to successfully evolve and meet the needs of a rapidly growing market."
The companies forming part of the business combination, which have collectively raised over $150 million in capital and securities, include:
- Baker Technologies Inc. (Denver, Colo.) - The cannabis industry’s largest software company, Baker helps dispensaries generate more revenue and build relationships with their customers through a variety of products, featuring online ordering, customer loyalty, messaging, and analytics. The company works with over 1,000 dispensaries in 24 states and Canada.
- Briteside Holdings, LLC (Bend, Ore.) - Briteside produces a diverse range of products and services, from prefabricated modular cultivation units to home delivery and subscription based services. All Briteside products are predicated on proprietary algorithms designed to improve yields and efficiencies while reducing costs and time.
- Sea Hunter (Boston, Mass.) - Sea Hunter is a leading source of cultivation, retail, operational and capital support to state licensees and, in certain circumstances, operates proprietary, vertical operations which allows it to deliver a more knowledge based product to customers.
- Sante Veritas Holdings Inc. (SVT) - SVT’s subsidiary Santé Veritas Therapeutics Inc. is at the final stage of obtaining a cultivation license under the Access to Cannabis for Medical Purposes Regulations (ACMPR). Health Canada recently issued SVT Subco a “confirmation of readiness” for a licence under the ACMPR, confirming its initial annual cultivation request of 2,835,000 grams of cannabis flower. SVT Subco is currently completing the buildout of Phase I of its cannabis products cultivation platform, comprising more than 40,000 square feet of combined indoor cultivation and administrative facilities in Powell River, British Columbia, on a waterfront site that was formerly part of Catalyst Paper’s operations. SVT Subco anticipates receipt of licensed producer status later in 2018.
The merged company, TILT, expects to establish operations in every state where cannabis laws exist, for both infrastructure as well as technology. At present, Baker, Briteside and Sea Hunter operate in 24 states collectively, and have licenses for operations in a portion of those, and expects to operate in all such states within a short time.
The merged company, TILT is forecasting revenue of $70 million at calendar year-end 2018 and in excess of $200 million at calendar year-end 2019. TILT will maintain principal offices in Boston, Denver and Toronto.
“The combined company is expected to allow TILT to provide a more holistic solution to the industry,” said Baker CEO Joel Milton. “Baker’s goal has always been to provide our clients a single platform that connects all of the tools and data they use on a daily basis. This merger is expected to be a win for us, the cannabis retail ecosystem and, most of all, the producers and dispensaries and their customers. Through this broader platform, with greater access to capital and resources, we are excited to introduce new technology enabled products which continue to create value for our clients. While these are currently being generated internally, we now also expect to accelerate our offerings through complementary, future acquisitions.”
Summary of the Business Combination
Following completion of the business combination, it is expected that former shareholders and securityholders of each of Baker, Briteside, Sea Hunter and SVT will own approximately 14.3 percent, 22.3 percent, 41.1 percent and 22.3 percent, of TILT, respectively. The business combination contemplates that the former shareholders and securityholders of Baker, Briteside and Sea Hunter will receive compressed shares of TILT. The terms of the compressed shares will provide the holders with super voting rights and a right to convert the compressed shares into common shares of TILT, subject to certain limitations. The former holders of shares of SVT will receive common shares of TILT. Outstanding options and warrants of the parties will be adjusted in accordance with their terms to reflect the consideration described above.
It is anticipated that the business combination will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and will require the approval of: (i) at least two-thirds of the votes cast by the shareholders of TILT (which at such time, will effectively be the shareholders of Baker, members of Briteside, and Sea Hunter); and (ii) at least two-thirds of the votes cast by the shareholders of SVT; each at a special meeting of their respective shareholders to be held on the same day.
The LOI includes customary fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposal. A termination fee of up to $5 million is payable by a party in the case of certain terminating events, and damages may also be payable in certain circumstances.
The business combination is also subject to completion of the definitive agreements relating to the business combination, receipt of requisite regulatory approval, including the approval of the CSE, and completion of confirmatory legal due diligence.
Following the execution of the Definitive Agreements, the business combination will remain subject to any necessary court, shareholder, stock exchange and regulatory approvals. Trading in the SVT Shares has been halted in accordance with the policies of the CSE and will remain halted until such time as all required documentation has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE. It is anticipated that the Parties will enter into the binding Definitive Agreements on or about June 15, 2018. One of the conditions to the completion of the business combination will be the acceptance of the listing of TILT’s common shares on the CSE.
TILT's Board of Directors and Officers
Upon completion of the Business Combination, TILT's board of directors will consist of seven members. Both Sea Hunter and SVT both will be entitled to nominate two members to the Board and Briteside and Baker both will be entitled to nominate one member to the Board. The six such board members will nominate the seventh director to the Board. Alexander Coleman, CEO of Sea Hunter and proposed CEO, and Michael Orr, the Executive Chairman of SVT, are proposed to be co-Chairmen of the Board.
Baker CEO, Joel Milton will assume a role as President overseeing the technology business; and Robert Leidy, Managing Partner at Sea Hunter, will assume a role as President in charge of consumer related operations. Justin Junda from Briteside will assume the role of Chief Strategy Officer for TILT.