Verano to Acquire Goodness Growth for $413 Million

• Upon consummation of the acquisition, Verano’s footprint will span 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 10 vertically integrated licenses in New York, which includes one cultivation license, four active dispensaries and four additional dispensaries planned in high-traffic locations
• 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 the New York City area via a dispensary on Queens Boulevard centrally located next to the Long Island Expressway, Citi Field and LaGuardia Airport; along with three high-traffic dispensaries—in a busy shopping district in White Plains; in Albany adjacent to the University of Albany campus and Colonie Center Mall; and in Johnson City across from the Oakdale Mall
• In Minnesota, Verano will obtain eight dispensaries, including one in the heart of downtown Minneapolis and four more across the Minneapolis-St. Paul metro area; in locations covering the cities of Duluth and Rochester; and in Moorehead, which is situated in the Fargo, N.D., metro area
• Between 2022 and 2026, these net new markets are expected to generate combined revenue of more than $13.8 billion, according to BDSA data
  

CHICAGO, Feb. 1, 2022 – PRESS RELEASE – Verano Holdings Corp. and Goodness Growth Holdings Inc. have entered into a definitive arrangement agreement (the “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.

Photo courtesy of Verano

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.

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,” Verano founder and CEO George Archos said. “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.”

“After an extensive evaluation process, George and the Verano team are unquestionably the ideal partners to take our business to the next level,” said Goodness Chairman and CEO Kyle Kingsley, M.D. “Evidenced by their strong leadership team, sound operating principles, core values and sustained growth, Verano continues to reach new heights as one of the top multistate cannabis operators. We are confident in Verano’s ability to foster future growth opportunities for our employees and deliver an exceptional experience for our patients and consumers.”

Transaction Highlights

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

New York

Goodness currently holds one of 10 vertically-integrated licenses to grow and dispense medical cannabis products in the state of New York. It operates four medical dispensaries under the Vireo Health brand in Albany, Johnson City, Queens and White Plains. Goodness is also entitled to open an additional four dispensaries in advance of the commencement of the state’s recently approved adult-use program, which allows for three of its eight dispensaries to sell recreational-use products.

Goodness also operates a home-delivery service across New York City and all its boroughs, as well as in Westchester, Rockland, Nassau and Suffolk counties. Its home-delivery business currently accounts for more than half of its total medical cannabis sales in the state.

Goodness currently grows and manufactures its products in a 64,204-square-foot greenhouse cultivation and processing facility in Johnstown, and is in the process of expanding this facility with the construction of 324,000 square feet of indoor warehouse, 170,000 square feet of which has been approved for indoor cultivation and processing.

Minnesota

Goodness currently holds one of two vertically integrated licenses to grow and dispense medical cannabis products in the state of Minnesota. It operates eight dispensaries in the state under the Green Goods name in Blaine, Bloomington, Burnsville, Duluth / Hermantown, Minneapolis, Moorhead, Rochester and Woodbury.

Products are manufactured at Goodness’s 87,232-square-foot greenhouse cultivation facility in Otsego, where Goodness has the potential to expand onto an adjacent 20-acre parcel in the future. The state of Minnesota has recently approved the sale of smokable flower within its medical program, with flower sales expected to begin by the end of March 2022, followed by the introduction of certain edible products this coming summer.

New Mexico

Goodness operates a 18,650-square-foot cultivation facility in Gallup, as well as four medical dispensaries under the Green Goods name in Albuquerque, Gallup, Las Cruces and Santa Fe. Goodness has also identified several locations for projected store expansion in the near-term future. The state of New Mexico’s cannabis program is expected to commence adult-use sales in April 2022, at which point all of the Green Goods dispensaries in New Mexico will be eligible to sell recreational-use products.

Maryland

Goodness currently operates two medical dispensaries in Maryland under the Green Goods name in Baltimore and Frederick. It also currently operates a 143,500-square-foot greenhouse in the town of Massey. Goodness also operates a separate 22,500-square-foot manufacturing and processing facility in the town of Hurlock.

Arizona

Goodness operates an active 18-acre outdoor cultivation facility in Amado.

More Details

Additional information about the terms of the transaction, approvals and recommendation, and advisers, can be viewed here.