[PRESS RELEASE] – CHELMSFORD, Mass., Dec. 2, 2025 – The Cannabist Co. Holdings Inc., one of the most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., announced that it has entered into an agreement to sell all of the ownership interests of its subsidiary engaged in the business of cultivating, producing, manufacturing, distributing and selling cannabis in Virginia to a subsidiary of Curaleaf Holdings Inc. (the “transaction”) for total consideration of $110 million, subject to adjustment.
The assets consist primarily of five active retail locations, one additional retail location in development and approximately 82,000 square feet of cultivation and production capacity in the Richmond region.
As previously announced, The Cannabist Co.’s board of directors formed a special committee of independent directors to review strategic alternatives. The special committee, with support from external financial and legal advisers, is considering a range of options, including potential asset sales, mergers, or other strategic or financial transactions. The review is being conducted in consideration of the ongoing operational and financial challenges for the company and the industry, as well as of the continuing uncertainty as to if and when U.S. federal regulatory changes may occur that will impact the company and the industry, including, without limitation, changes to U.S. federal taxation of the company and the industry under Section 280E of the Internal Revenue Code. This transaction agreement forms part of this strategic review.
Transaction Highlights
The Cannabist Co., Green Leaf Medical of Virginia LLC, a subsidiary of the company (gLeaf Virginia), and Green Leaf Medical LLC, another subsidiary of the company and the sole member of gLeaf Virginia (the “member”), entered into an equity purchase agreement (EPA) with Curaleaf Inc. (the “buyer”), a subsidiary of Curaleaf Holdings Inc.
Pursuant to the EPA, the buyer will purchase all of the issued and outstanding equity interests of gLeaf Virginia from the member for total consideration of $110 million, consisting of: $80 million in cash payable at the closing of the transaction, $20 million in cash as deferred consideration (the “delayed payment”) and a $10 million promissory note issued by the buyer to the member or an affiliate thereof designated by the member prior to the closing, all subject to adjustment as described in the EPA.
The promissory note will bear interest at a rate of 6% per annum, beginning on the closing date of the EPA, through maturity on the one-year anniversary of the closing date. The delayed payment will be payable within 30 days following the earlier of (i) the date on which the first adult-use sale has occurred at each of the five gLeaf Virginia retail locations in operation and the one retail location under development, and (ii) the date that is 12 months from the date on which the first adult-use sale has occurred at any of the retail locations.
The principal amount of the promissory note is subject to downward adjustments for cash, working capital, indebtedness and transaction expenses of gLeaf Virginia as well as for indemnification claims. Any unpaid indemnification obligations not settled against the promissory note may also be set off by the buyer against the delayed payment.
The EPA includes a 15-business-day go-shop period beginning on the date of the EPA and continuing until 11:59 p.m. eastern time on Dec. 22, 2025, unless otherwise extended with the prior written consent of the buyer, during which time the company, with the assistance of its financial adviser, Moelis & Co. LLC, will, subject to the requirements and limitations set forth in the EPA, be permitted to, among other things, solicit, negotiate and enter into alternative proposals.
In the event a competing bid for the Virginia assets is accepted during the go-shop period or if The Cannabist Co. fails to receive noteholder consent for the transaction, Curaleaf is entitled to receive a $3.3 million break-up fee and all associated expenses up to $350,000.
The transaction is subject to, among other things, satisfaction or waiver of certain closing conditions, including regulatory approvals and the consent from holders of a majority of the aggregate principal amount of the 9.25% senior secured notes due Dec. 31, 2028, and (ii) the nine percent 9% senior secured convertible notes due Dec. 31, 2028 issued by the The Cannabist Co. No shareholder approvals are required. The transaction is expected to close early in 2026 or before.
The Cannabist Co. expects to use a portion of the net proceeds from the transaction to redeem the notes.
Moelis & Co. acted as financial adviser to the The Cannabist Co. Stikeman Elliott LLP acted as Canadian counsel. Weil, Gotshal & Manges LLP and Foley Hoag LLP acted as U.S. counsel.
