Annual General Meeting
8
PENDING ACCRETIVE TRANSACTIONS PREDOMINANTLY EQUITY FINANCED
VALUATION:
CONSIDERATION:
GOVERNANCE:
EXPECTED CLOSING:
CLOSING HURDLES :
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SELECT
$303 million (¹)
55.0 million subordinate voting shares ("SVS")
~9% of PF ownership
40.5 million subordinate voting shares SVS(³)
~subject to the achievement of targets
between $130 and $250 million of Select
branded retail extracts sales
Up to $200 million earn out payable in SVS(3)
~subject to the achievement of at least
$300 million of Select branded retail
extracts sales
Management Continuity
One Board Seat
2020(¹)
January 1,
Various State Regulatory
VALUATION:
CONSIDERATION:
GOVERNANCE:
GRASSROOTS
EXPECTED CLOSING:
CLOSING HURDLES :
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$875 million (¹)
108.8 million SVS
~17% of PF ownership
$75 million cash
Management Continuity
One Board Seat
2020(¹)
HSR
Various State Regulatory
(1) Approximate amount or date. Consideration for Select consists of approximately 55.0 million SVS (subject to certain adjustments), which based on Curaleaf's closing price of C$7.20 on October 29, 2019, the last trading day prior to announcement of the amended
transaction, represents a purchase price of $302.5 million payable at closing. Refer to Company filings on SEDAR for complete terms and the Company's MD&A and AIF for associated risks and uncertainties. Note: October 29, 2019 USD to CAD exchange rate was
1.30898.
(2) Consideration for Grassroots consists of $75 million in cash and approximately 102.8 million SVS of Curaleaf, representing approximately $756 million based on the 30-day volume-weighted average price of C$9.72 as of July 16, 2019, the last trading day prior to
announcement of the proposed transaction; and $40 million in SVS priced at the 10-day volume-weighted average price prior to closing of the transaction and representing a total purchase price of $875 million. Refer to Company filings on SEDAR for complete terms
and the Company's MD&A and AIF for associated risks and uncertainties.
(3)
To be determined based on certain 2020 revenues (sales). Refer to Company filings on SEDAR for complete terms.
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