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Flora Growth Corp. Enters into Definitive Agreement to Acquire TruHC

·  Acquisition capitalizes on TruHC’s strategically built German cannabis platform, including:

o EU-GMP processing and production license

o GDP wholesale license for import / export

o EU-GMP certified customizable modules with flexibility to incorporate various production / packaging processes and which enable license extension for future in country cultivation and supply to cannabis dispensaries

o Narcotics license with EU-GMP certified storage

o EU-GMP certified laboratory for instant cannabis analysis

· Transaction combines Flora’s extensive global CPG and pharmaceutical distribution network with TruHC’s deep global cannabis expertise, including an executive team with extensive experience building successful medical and recreational cannabis companies across Germany, Canada, and the United States.

· Germany poised to become world’s largest federally legal cannabis market with expected market potential of over $10 billion with federal legalization and the critical elimination of banking, financial, capital markets, and tax constraints faced by U.S. operators.

FORT LAUDERDALE, FLORIDA – April 16, 2024 – Flora Growth Corp. (NASDAQ: FLGC) (“Flora” or the “Company”), a consumer-packaged goods leader and pharmaceutical distributor serving all 50 states and 28 countries with 20,000+ points of distribution around the world, has entered into a definitive agreement (the “Agreement”) to acquire all of the issued and outstanding shares of TruHC Pharma GmbH (“TruHC”) in exchange for 2,770,562 Flora common shares, valued at $6.4 million (the “Purchase Price”) based on the closing price of the Flora Growth shares on March 28, 2024 of $2.31 per share.

Acquisition Rationale

Historic German Legalization

· Adults over the age of 18 in Germany are allowed to possess up to 50 grams of cannabis for private consumption and grow up to three plants. Adults are allowed to join nonprofit social clubs with a maximum of 500 members each starting July 1, 2024. Individuals will be allowed to buy up to 25 grams per day, or a maximum of 50 grams per month.

· With the largest population and greatest purchasing power in Europe, Germany boasts Europe’s fastest growing cannabis market. With the following 2 phases of German legalization expected in the coming 12-18 months, Germany is poised to become the largest and most important federally legal adult use cannabis country globally.

· The new Cannabis legislation is also expected to significantly increase the medical cannabis market in Germany, which is anticipated to witness a substantial growth in revenue.

TruHC is Purpose Buit for this Moment

· Based in Hamburg, Germany, TruHC holds a GDP wholesale, and an EU-GMP processing and production license for medical cannabis. It also owns and operates an EU-GMP certified laboratory ready for instant cannabis analysis as required for the new Cannabis Social Clubs.

· The facility of TruHC is a flexible production space with EU-GMP certified modules that can be extended and customized for any production process from processing to extraction and enables a license extension for a future in country cultivation of medical cannabis and supply of cannabis dispensaries expected to be opened in 2025 during phase 3 of legalization. TruHC also holds a narcotic license with EU-GMP certified storage.

· TruHC’s licenses allow TruHC to apply for new medical cannabis & cultivation licenses and become an official cannabis test lab for upcoming cannabis social clubs. It also enables extensive international import of seeds and flowers for future distribution in what is expected to become the largest federally legal recreational cannabis market in the world.

· TruHC’s executive team, led by CEO Hendrik Knopp, brings proven leadership in international cannabis operations, manufacturing, facilities buildouts, and license acquisition, including winning the first tender for the cultivation of medical cannabis in Germany for Tilray (formerly Aphria). The TruHC team has held senior leadership positions at Nuuvera and Tilray (formerly Aphria) and made significant foundational private equity investments in leading U.S., Canadian and European cannabis operators.

The Purchase Price shall be paid and satisfied by Flora in two closings. On the first closing, expected to occur by the end of April 2024, Flora will issue 2,135,199 Flora shares, which is equal to 19.99% of Flora’s issued and outstanding common shares. On the second closing and upon shareholder approval of the issuance, Flora will issue 635,363 Flora shares. These closings are subject to customary closing conditions for a transition of its type. Flora expects to enter into a registration rights agreement with the sellers of TruHC and to file resale registration statements in conjunction with the Purchase Price.

Flora’s wholly-owned subsidiaries have been active in Germany since 2017, obtained the first medical cannabis license in Germany and are responsible for selling the first gram of medical cannabis in the country.

“Now that Germany has rolled out its blueprint for recreational legalization, we intend to capitalize on the opportunity and work together to become the cannabis leader in the country,” noted Hendrik Knopp, Chief Executive Officer of TruHC.

Aegis Capital Corp. acted as Financial Advisor in connection with the Agreement.

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About Flora Growth Corp.
Flora Growth Corp. is a consumer-packaged goods leader and pharmaceutical distributor serving all 50 states and 28 countries with 20,000+ points of distribution around the world. For more information on Flora, visit www.floragrowth.com.

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Cautionary Statement Concerning Forward Looking Statements

This press release contains “forward looking statements,” as defined by federal securities laws. Forward-looking statements reflect Flora’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward looking statements. Such forward looking statements are subject to various and risks and uncertainties, including those described under section entitled “Risk Factors” in Flora’s Annual Report on Form 10K filed with the United States Securities and Exchange Commission (the “SEC”) on March 28, 2024, as such factors may be updated from time to time in Flora’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov/edgar. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora’s filings with the SEC. While forward looking statements reflect Flora’s good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements)

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