Pursuant to the letter of transmittal mailed to shareholders of Harvest as part of the materials delivered in connection with the annual and special meeting of Harvest shareholders held on August 11, 2021, in order to receive the Trulieve Shares to which they are entitled, registered holders of Harvest Shares are required to deposit the share certificate(s) or DRS statements representing their Harvest Shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary under the Arrangement.
An early warning report in respect of Trulieve's acquisition of all of the issued and outstanding Harvest Shares will be filed on SEDAR and made available under Harvest's issuer profile at It is anticipated that the subordinate voting shares of Harvest will be delisted from the Canadian Securities Exchange as of the close of trading on October 4, 2021, and Harvest intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and terminate its public reporting obligations in due course. In total, Trulieve issued an aggregate of 50,874,175 Trulieve Shares in connection with the Transaction in exchange for all of the issued and outstanding Harvest Shares. Pursuant to the terms of the Arrangement, holders of Harvest Shares received 0.1170 of a subordinate voting share of Trulieve (each whole subordinate voting share, a "Trulieve Share") for each subordinate voting share of Harvest (on a converted basis) held. The Transaction was completed by way of a plan of arrangement (the "Arrangement") under the provisions of the Business Corporations Act ( British Columbia). "Trulieve's customer centric values match well with Harvest's dedication to improving lives through the goodness of cannabis."
"This combination brings together two companies with depth and scale in key markets, providing a platform for growth for years to come," said Steve White, CEO of Harvest. We look forward to fully integrating Harvest as we continue to execute on our hub strategy in the U.S., creating an unrivalled brand and reputation in the marketplace and value for our shareholders." The combined footprint provides Trulieve with a solid foundation for continued growth and scale. "I thank all our employees, both Trulievers and Harvesters, for their tireless efforts during this process. "The closing of this Transaction marks a transformational milestone in our company's history and positions Trulieve as the leading medical and adult-use cannabis operator in the U.S.," stated Kim Rivers, Chief Executive Officer at Trulieve. Leverages Experience and Best Practices – combines proven management teams with established track records, enhancing operational excellence across cultivation, manufacturing, and retail.
#HARVEST HEALTH LICENSE#
Strengthens Industry Leading Balance Sheet – combines Trulieve and Harvest's strong cash and cash equivalents of $289.0 million and $71.0 million, respectively, as of June 30, 2021, bolstered by Trulieve's recently announced $350.0 million debt financing and Harvest's $55.0 million proceeds from the sale of its Florida license Įxtends Product Selection and Brands – adds successful line of Harvest brands, including Alchemy and Roll One, across multiple form factors to Trulieve's portfolio of in-house brands and national brand partners and public reporting cannabis companies ĭelivers an Exceptional Retail and Wholesale Distribution Model – offers a robust retail network of 149 dispensaries across 11 states and 3 strategic regional hubs, with market leading positions in Arizona, Florida and Pennsylvania On a combined basis, in the second quarter 2021, Trulieve and Harvest had $317.6 million in reported revenue, the highest among U.S. In the second quarter 2021, Trulieve reported revenues of $215.1 million, net income of $40.9 million, and Adjusted EBITDA 1 of $94.9 million, and Harvest reported revenues of $102.5 million, net loss before non-controlling interest of $19.2 million, and Adjusted EBITDA 2 of $28.0 million. Provides Leading Financial Metrics – reinforces superior financial performance relative to peers by delivering the strongest public company financial results among any U.S. MSOs – establishes an outstanding platform of profitability and cash generation for continued growth, positioning the Company to execute on near-term opportunities in existing markets as well as future catalysts at both state and federal levels Solidifies Position as the Most Profitable U.S.
cannabis operator across a combined retail and cultivation footprint basis with depth in key markets Increases Scale Across Our Hub Markets – creates at time of closing the largest U.S.
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