Harvest One Announces Agreement to Sell Satipharm for Approximately $4 Million and Imminent Completion of its Strategic Review Process
- Satipharm sale reinforces Harvest One’s strategic realignment and transition to become a cannabis-focused Consumer Packaged Goods (“CPG”) company
- Harvest One has the opportunity to continue to represent Satipharm-branded products in North America
February 16, 2021 – Vancouver, British Columbia – Harvest One Cannabis Inc. ("Harvest One" or the "Company") (TSX-V: HVT; OTCQX: HRVOF), a uniquely positioned, cannabis-infused CPG leader, announced today that it has entered into a definitive sale agreement (the “Agreement”) to sell all of the issued and outstanding shares of its wholly-owned subsidiaries Satipharm Limited, Satipharm AG and Phytotech Therapeutics Ltd. to Cann Group Limited (“Cann Group” or the “Buyer”) (ASX: CAN), a diversified medical cannabis company headquartered in Melbourne, Australia (the “Transaction”). Pursuant to the terms of the Transaction, the Buyer will issue ordinary shares of the Cann Group (the “Buyer Shares”) representing total aggregate consideration of approximately $4 million (the “Initial Purchase Price”), subject to certain adjustments pursuant to the provisions of the Agreement (the “Adjustments”).
Gord Davey, President and Chief Executive Officer of Harvest One, commented, “The Agreement to sell Satipharm and its related subsidiaries is another milestone for Harvest One in the successful completion of the Company’s previously-announced Strategic Review process. The Company has undergone significant transformative change over the past twelve months and has completed a number of substantial divestitures, which now allow our team to focus on the core business of cannabis-infused CPG product development and distribution. These transactions also strengthen the Company’s financial position and provide the necessary support to grow our core consumer brands – Dream Water and LivRelief. We are also delighted to have the opportunity to partner with the Cann Group, on the sale and distribution of Satipharm-branded products in the North American marketplace. This opportunity aligns with our revised business model and allows us to leverage Cann’s capabilities alongside our extensive and established distribution network with major retailers and pharmacy chains across North America.”
Strategic Realignment of Operations
The Transaction is consistent with Harvest One’s defined strategy to divest its non-core assets, streamline its operations and utilize strategic manufacturing partners to create efficiencies to support the Company’s CPG business model. Following completion of the Transaction (the “Closing”), the Company will have fully transitioned to become a cannabis-focused CPG company, with a differentiated corporate strategy to develop, commercialize, market and sell both infused and non-infused consumer products.
Improved Financial Position and Cost Structure
Proceeds from the Transaction will be used to further reduce outstanding debt and support the Company’s continued operations. This Transaction, combined with previous divestitures and cost-saving initiatives, has resulted in a substantially improved financial position and cost structure for Harvest One that will support the growth of our core consumer brands Dream Water and LivRelief.
Terms of the Transaction
Pursuant to the Agreement, Cann Group will issue Buyer Shares representing total aggregate consideration of approximately $4 million, payable as follows:
- On the closing date of the Transaction (the “Closing Date”), the Buyer will pay an amount equal to 62.5% of the Initial Purchase Price, subject to Adjustments, consisting of CAD$2.5 million worth of Buyer Shares based on a five-day volume-weighted average price (“VWAP”) of the Buyer Shares on the ASX, ending on the ASX trading day immediately prior to the Closing Date;
- Following the Closing Date, the Buyer will pay approximately $750,000 worth of Buyer Shares to the Company upon delivery of certain machinery, equipment and accessories to be manufactured or produced and delivered by Gelpell AG (“Gelpell”) to the Buyer (the “Gelpell Equipment”), all in accordance with the UA (as defined below). Such Buyer Shares will be calculated based on a 30-day VWAP of the Buyer Shares on the ASX, ending on the ASX trading day immediately prior to the date of delivery of the Gelpell Equipment; and
- Following the Closing Date and the delivery of the Gelpell Equipment, an additional three earn-out payments will be payable, if certain financial conditions under the Agreement are met, for an aggregate of approximately $750,000 worth of Buyer Shares (the "Earn-Outs"), based on a 30-day VWAP of the Buyer Shares on the ASX, ending on the ASX trading day immediately prior to the date such Earn-Outs are paid.
Commensurate with the Transaction, the Company and the Buyer agree that following Closing, they intend to negotiate the terms for licensing and distribution rights to Satipharm-branded products in North America. The Company and the Buyer intend to engage in good faith discussions and use all commercially reasonable efforts to sign a definitive agreement in relation to the grant of such licensing and distribution rights within ninety (90) days following Closing.
“We are delighted to have found a strong and established partner in the Cann Group, the preeminent Australian diversified cannabis operator, to continue the innovation, production, and global distribution of the Satipharm-Gelpell line of products,” said Gord Davey Chief Executive Officer of Harvest One.
“We are equally delighted that, with the Transaction, Harvest One has the opportunity to continue to represent and distribute Satipharm’s products in the legal cannabis market throughout North America.”
Peter Crock, Chief Executive Officer of Cann Group added, “The acquisition of Satipharm represents a milestone for Cann Group, that allows us to significantly enhance our existing portfolio of medical cannabis products with a clinically-proven, high bioavailable, controlled dosage delivery technology. In Satipharm, Harvest One has developed a differentiated delivery technology that can accommodate any combination of cannabinoids, thereby allowing Cann Group to continue the research and development of innovative cannabinoid offerings for medical patients around the world. We are very pleased to have the expertise of the Harvest One team to work with in this regard and, particularly, to draw on their extensive distribution relationships throughout North America.”
The Transaction is subject to the satisfaction or waiver of a number of conditions under the Agreement, including the receipt of any applicable regulatory approvals. The Transaction is anticipated to close before the end of the first calendar quarter.
About Harvest One
Harvest One is a global CPG company that develops and distributes premium health, wellness and selfcare products with a market focus on sleep, pain, and anxiety. Harvest One is a uniquely positioned company in the cannabis space with a focus on cannabis infused and non-infused consumer packaged goods. Harvest One owns and operates two subsidiaries: Dream Water Global and LivRelief. For more information, please visit www.harvestone.com.
About Cann Group
Cann Group Limited (ASX:CAN) is building a world-class business focused on breeding, cultivating, manufacturing and supplying medicinal cannabis for sale and use within Australia and for approved overseas export markets. The company has established research and cultivation facilities in Melbourne and is developing a state-of-the-art cultivation facility near Mildura, Victoria. Cann Group has executed collaboration agreements that have enabled it to establish a leading position in plant genetics, breeding, extraction, analysis and production techniques required to facilitate the supply of medicinal cannabis for a range of diseases and medical conditions. The Company is commercialising a range of imported and locally sourced and manufactured medicinal cannabis products.
Learn more about Cann Group at www.canngrouplimited.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance about Harvest One and its business and operations, which include, among other things, statements with respect to the licensing and distribution of Satipharm-branded products in North America, the Strategic Review, its corporate strategy moving forward, its financial position, and future opportunities available for the Company. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accept responsibility for the adequacy or accuracy of this release.