VANCOUVER, British Columbia, May 16, 2022 (GLOBE NEWSWIRE) — Franchise Global Health Inc. (“Global Franchise“or the”Company“) (TSX‑V: FGH; FRA: WV4A) is pleased to announce that it has entered into a Letter of Intent (the “Letter of Intent“) dated May 6, 2022, setting out the terms and conditions upon which it has agreed to acquire a leading German pharmaceutical distributor (the “Target companyFranchise Global management expects the acquisition, if completed, will strengthen the company’s end-to-end pharmaceutical and medical cannabis operations and infrastructure in Germany, a key market for the society.
Clifford Starke, CEO, Director and Executive Chairman of Franchise Global, said: “This acquisition will strengthen our position in Germany. The target company has significant experience in regulatory requirements, pharmaceuticals and medical cannabis. We expect her to be a solid addition to Franchise. Global’s central position in Germany, providing deeper access to other pharmacies, wholesale distribution channels and advancing our business plan as Germany moves closer to full legalization of recreational cannabis. »
The target company has become one of Germany’s leading pharmaceutical distributors, offering a wide range of products for some of the biggest medical brands in Germany.
The transaction is expected to strengthen Franchise Global’s growing presence in Germany. The Company previously acquired a 100% stake in Hilzingen-based Phatebo GmbH, a leading distributor of export pharmaceuticals and medical cannabis products in the European Union. Franchise Global believes it has a first mover advantage in the European market after receiving the first medical cannabis import and distribution license granted in Germany in 2017.
“We are focused on leading the pack in the medical cannabis market in Germany,” said Clifford Starke. “By merging the experience of Franchise Global with the market presence of the target company, we are well on our way to becoming one of Germany’s leading pharmaceutical and medical cannabis companies.”
Under the terms of the LAW, the Company will acquire 100% of the Target Company, and all of its subsidiaries and affiliated entities that form its business, as well as all intellectual property used in the Target Company’s business (the “Acquisition“), for a total amount of €18 million, of which €15.3 million payable in cash and €2.7 million payable in ordinary shares of the Company. In addition, Franchise Global will pay an additional price of up to €9 million, payable in ordinary shares of the Company, depending on the financial performance of the target Company during the financial year 2024. The ordinary shares will be issued at a value equal to the weighted average price according to the 10-day volume prior to issuance.A portion of the purchase price will be funded by Franchise Global through proceeds from funding initiatives.
The letter of intent serves as an agreement in principle regarding the acquisition, and the final structure of the acquisition and its terms and conditions will be subject to the receipt by all parties of tax, corporate and securities advice. and will be accepted and the Letter of Intent will be replaced by a Definitive Agreement, which will contain additional customary representations, warranties, covenants, opinions, conditions and indemnities. The acquisition will be subject to customary closing conditions, including but not limited to TSX Venture Exchange approval, all other regulatory, shareholder (including target company shareholders) and corporate approvals, satisfaction of covenants , absence of material adverse effect, absence of litigation, receipt of the Target Company’s audited financial statements and performance of due diligence.
The acquisition is expected to be a “fundamental acquisition” as defined in the policies of the TSX Venture Exchange. It is expected that the Company’s shares will remain on hold until the TSX Venture Exchange has completed its review of the proposed acquisition. A more comprehensive press release will be issued by the Company disclosing further details of the Acquisition (including information on the identity of the Target Company and other relevant information) when the parties have entered into the definitive agreement. Subject to the conclusion of the definitive agreement relating to the acquisition and the satisfaction or waiver of all conditions precedent to closing, the acquisition is expected to close in the fourth quarter of 2022.
About Global Franchise
Franchise Global, through its subsidiaries, is a multinational operator in the medical and pharmaceutical cannabis industries, with primary operations in Germany and with operations, assets, strategic partnerships and investments internationally. Franchise Global’s business objective is to develop a leading fully integrated European medical cannabis business, with the aim of providing pharmaceutical grade medical cannabis to distribution partners and ultimately patients, at competitive prices. competitive. For more information, please visit www.franchiseglobalhealth.com.
Media inquiries and contact for more information
|Clifford Starke, CEO and Executive Chairman||Such. : +1 (778) 847 1880|
|Buchanan Communications Ltd.||Tel: +44 (0) 20 7466 5000|
|Jamie Hooper / Ariadna Peretz||FGH@buchanan.uk.com|
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Caution Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws, including, without limitation, statements regarding the potential acquisition of the target company, the expected benefits and synergies of the acquisition for the Company’s business, the expectation that Germany will continue towards the full legalization of cannabis, the Company’s financing plans, the satisfaction of the conditions for completion of the Acquisition, including the approval of the TSX Venture Exchange, as well as statements regarding Franchise Global’s business and outlook. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is planned”, “budget”, “expected”, “estimates”, “forecasts”. “, “intends”, “anticipates” or “believes” or variations (including negative variations) of these words and phrases, or statements formed in the future tense or that certain actions, events or results “may ”, “could”, “might”, “could” or “will” (or other variations of the above) be taken, occur, be carried out or occur. Forward-looking information is based on management’s current expectations, estimates, beliefs and/or opinions and information currently available to it (including information obtained from third-party industry analysts and other third-party sources) and assumptions that it believes are not unreasonable having regard to all the circumstances. Certain of the principal assumptions and estimates relied upon by Franchise Global’s management in expressing the forward-looking information contained in this press release include assumptions regarding the Company’s ability to negotiate definitive documentation and complete the acquisition on time. expectations, which condition the completion of the acquisition will be satisfied or waived, that the opportunities represented by the historical growth of the German medical cannabis market will continue and that Germany will continue towards the legalization of cannabis, and that the activities of the Company will benefit from the synergies expected after completion of the Acquisition.
By its nature, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from the results, performance or future achievements expressed or implied by the forward-looking information. These risks and uncertainties include, but are not limited to, risks relating to the parties’ inability to negotiate the definitive documentation relating to the Acquisition in a timely manner, or at all, the risk that all conditions for the completion of the Acquisition are not satisfied or waived, the risk that the synergies the Company expects to realize from the Acquisition will not materialize as expected, or at all, the risk that the Company will not be able to obtain sufficient funding on acceptable terms, or not at all, general economic conditions, counterparty risk, regulatory factors, financial markets generally, and risks relating to growth and competition. There can be no assurance that the acquisition will be completed on the terms contemplated, if at all. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. Please refer to the Company’s filing statement available on the Company’s SEDAR profile at www.sedar.com for further details of the risks and uncertainties facing Franchise Global. Any forward-looking information contained in this press release is expressly qualified by this cautionary statement, and the Company undertakes no obligation and does not intend to update any forward-looking information contained in this press release, whether or as a result of new information, future developments or otherwise, unless otherwise required by applicable law.
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