AgraFlora and Other Owners Agree to Sell Edibles Business for $35 Million to Organigram
$22 Million in Shares of Organigram Received at Closing and Up To $13 Million More Receivable Upon Achievement of Certain Earn-Out Milestones
VANCOUVER, British Columbia, April 06, 2021 (GLOBE NEWSWIRE) -- AgraFlora Organics International Inc. (“AgraFlora” or the “Company”) (CSE: AGRA) (Frankfurt: PU31) (OTCPK: AGFAF) is pleased to announce that it and its fellow shareholders have entered into an agreement to sell The Edibles & Infusions Corporation (“EIC”), an entity
of which AgraFlora owns 43%, to Organigram Holdings Inc. (TSX: OGI and NASDAQ: OGI) (“OGI”), for consideration of $22 million in shares of OGI (the “EIC Transaction”), plus up to an additional $13
million in shares of OGI (the “Additional Consideration”) receivable upon the EIC business achieving certain earn-out milestones (the “Milestones”). The EIC Transaction strongly positions AgraFlora
for the future with its net share of up to $35 million in aggregate proceeds as it continues to evolve its competitive strategy within the changing global cannabis industry.
“AgraFlora and Organigram have enjoyed working towards the closing of the EIC Transaction,” said Elise Coppens, Chief Executive Officer and Director of AgraFlora. “The EIC facility was designed to handle both smaller-batch artisanal manufacturing and, more importantly, large-scale nutraceutical-grade and high-efficiency production with a view to gaining EU GMP certification. Organigram found the facility’s design and flexibility attractive, while AgraFlora is now better positioned with its net share of the transaction proceeds to explore new opportunities, potentially in the United States. As such, we view this transaction as truly mutually beneficial,” added Ms. Coppens.
Key Transaction Terms
The gross purchase price receivable by AgraFlora and the other shareholders on closing of the EIC Transaction is $22 million, receivable in full by the issuance of 5,045,872 common shares of OGI based on its closing price of $4.36 on April 5, 2021. Upon satisfaction of the Milestones, OGI will issue up to an aggregate of an additional $13 million of its common shares proportionately to AgraFlora and the other shareholders, for which the number of common shares will be determined upon achievement of each Milestone. The Milestones include:
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