[PRESS RELEASE] – CALGARY, Alberta, Aug. 14, 2025 – High Tide Inc., the high-impact, retail-forward enterprise built to deliver real-world value across every component of cannabis, announced that it is entering the fast growing German medical cannabis market by signing a definitive agreement pursuant to which the company will acquire 51% of Remexian Pharma GmbH, for a preliminary estimated purchase price of €27.2 million, subject to certain adjustments on closing, and will have an option to acquire the remaining interest in Remexian.
Founded in 2018 and headquartered just outside of Berlin, Remexian is a leading and established pharmaceutical company built for the purpose of importation and wholesale of medical cannabis, and has a fully certified EU-GDP warehouse. Among all German medical cannabis procurers, Remexian has one of the most diverse reaches across the globe, currently licensed to import into Germany from 19 countries, including Canada , which represents approximately 33% of its total imports into Germany.
Given its over $1.9 billion in Canadian cannabis sales since legalization, High Tide has the Canadian procurement expertise and relationships to leverage this transaction to significantly increase the Canadian share of medical cannabis imports into Germany.
"Remexian is an ideal match for us—not only in its commitment to discount pricing, but also in its operational approach, which mirrors our lowest price guarantee in Canada,” High Tide founder and CEO Raj Grover said. “We took our time evaluating potential partners and couldn't be more excited to join forces with the best-in-class team that built Remexian into a national leader. Together, our complementary strengths and deep procurement expertise will create a stronger foundation for growth and further enhance the fundamentals of this business."
Grover said, "With this highly accretive acquisition adding approximately C$100 million in topline revenue and significant EBITDA annually, we will meaningfully strengthen our financials, positioning us well to establish a strong foothold in Germany, which will serve as a springboard into other European markets in due course. Our goal in Germany remains clear: to provide the highest quality medical cannabis at the most affordable prices, led by our Canadian house of brands and supplemented by medical cannabis imports from all across the globe.”
"We are truly energized by the strong synergy we've found with High Tide, whose impressive scale amplifies our impact in Germany," Remexian co-founder Markus Wenner said. "Both of our companies have taken a deliberate, strategic approach to becoming leaders in our respective markets. By combining one of Germany's largest cannabis distribution networks with High Tide's unmatched access to Canadian supply, we are setting the stage for unprecedented growth. We at Remexian are looking forward to building this exciting future together with Raj and the talented High Tide team."
Since the passage of Germany's Consumer Cannabis Act in April 2024, demand for medical cannabis in the country has continued to accelerate. Over the past year, the number of medical cannabis patients has risen sharply—from an estimated 250,000 to nearly 900,000—resulting in a threefold increase in import volumes and annual revenues approaching €1 billion.2
According to Germany's Federal Institute for Drugs and Medical Devices (BfArM), medical cannabis imports in the second quarter of 2025 reached a record 43.3 metric tonnes, representing a 15% increase over Q1 2025 (37.5 tonnes) and a 12-month rolling total of 134 tonnes, maintaining its place as the largest importer of medical cannabis in the world. The surge in demand has also boosted Canada's position as a leading global exporter, with the country nearly half of Germany's imports—approximately 36 tonnes in the first six months of 2025.3
Remexian, managed by Francesco Baganz and Stefan Adomeit, is a leader in the German medical cannabis landscape with annualized revenue and adjusted EBITDA of €70 million and €15 million, respectively, for the six months ended March 2025. Remexian is also one of the largest distributors of cannabis flower in Germany in terms of total grams sold, which equaled 7 tonnes in Q2 2025, representing 16% of the 43 tonnes imported into Germany in the quarter.4
While finalizing the acquisition, the company considered the potential for changes to Germany's medical cannabis framework. The company believes that even if restrictions are placed on telemedicine and mail-order delivery, which would be subject to lengthy legislative review, the market will continue growing after an adjustment period.
| ___________________________ |
| 1 Calculations based on Remexian sales data and import figures publicly released by BfArM. |
| 2 Source: The Flower Price War: Germany's Boom, the UK's Reality |
| 3 Source: BfArM (Q2 2025 Update) |
| 4 Calculations based on Remexian sales data and import figures publicly released by BfArM. |
Transaction Details
The transaction, which is an arm's length transaction, is subject to, among other things, receipt of required TSX Venture Exchange (TSXV) approval, and other customary conditions of closing, and is expected to close in the coming weeks. It implies an enterprise valuation of €53.4 million, representing 3.64065 times annualized adjusted EBITDA generated during the six months ended March 31, 2025, and is subject to certain adjustments based on working capital and net debt upon closing. The preliminary estimated purchase price of €27.2 million for the 51% of equity acquired will be satisfied as follows:
- 42% in common shares of High Tide priced at US$2.1912, representing the volume weighted average price per High Tide share on the Nasdaq for the 10 trading days ending Aug. 8, 2025;
- 29% in cash; and
- 29% via loans from the sellers (the "loan"). The loan will mature on Dec. 31, 2029, bear 7% annual interest (paid quarterly), and be prepayable at any time by the company with no penalty.
In addition to the foregoing, Remexian's owners have agreed to grant High Tide an option to acquire the remaining interests in Remexian not held by High Tide (the "call option"). The call option will be exercisable at any time for a period of five years, following the 24-month anniversary of the closing (the "call option term"). The call option is exercisable at an enterprise value equal to the trailing 12 months of adjusted EBITDA multiplied by (i) 4 if the call option is exercised in the first 12 months of the call option term, or (ii) 3.64065 if exercised thereafter.
In addition, High Tide has agreed to grant Remexian's owners an option to put to High Tide the remaining interests in Remexian not held by High Tide (the "put option"), at the same enterprise value as the call option during the same time periods. The consideration under the call option or the put option, if exercised, will be satisfied in a combination of cash and High Tide shares, at High Tide's discretion. The call option has a minimum price of €15 million and is subject to a minimum cash payment of at least 40%, and the put option is subject to a minimum cash payment of at least 30%.
Any High Tide shares issued in connection with the transaction are subject to a statutory hold period of four months and one day.
