Ayr Wellness Inc. (CSE: AYR) (OTCQX: AYRWF), a vertically integrated cannabis MSO, announced on Thursday the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to its proposed acquisition of GSD NJ LLC in New Jersey. As the waiting period expired without a second request for information, the transaction is expected to close in July, 2021 subject to certain closing conditions, including final approval from the New Jersey Cannabis Regulatory Commission. Adult-use sales are anticipated to begin Q1 2022
Ayr announced in December 2020, that it planned to acquire Garden State Dispensary (GSD), which is one of the 12 existing vertical permit holders in New Jersey and one of the state’s original six alternative treatment centers. Adult-use cannabis was legalized in New Jersey in Nov. 2020.
Total up-front consideration of US$101 million includes US$41 million in cash, US$30 million in exchangeable shares and US$30 million in the form of a promissory note. Earn-outs based on exceeding revenue target thresholds in 2022 will be capped at a maximum of US$97 million and payable in a combination of cash, promissory notes and exchangeable shares. Including the maximum earn-out consideration, the Company estimates this represents a forward multiple of approximately 4x