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Trulieve, Inc. (Nasdaq: TCNNF) (“ Trulieve ”) is leading the way in the development of a safe, legal and clean cannabis industry in Florida. The Company was the first medical cannabis provider to be licensed in Florida and the first to launch products in the state. Trulieve operates a chain of medical cannabis clinics, retail dispensaries and production facilities in Florida with a focus on highly populated, limited license counties. Trulieve’s strategy is to build and operate the largest and most efficient medical marijuana business in the state, providing patients with a consistent and comfortable experience across all platforms.

Trulieve, Inc. (CSE:TRUL) (OTC:TCNNF) (FSE:2FA) announced that it has agreed to acquire all of the outstanding equity of Harvest Health & Recreation, Inc. (CSE: HARV) (OTCQX: HRVSF). The deal values Harvest stock at approximately $2.1 billion, or $9.25 per share, which represents a premium of approximately 34% over Harvest’s closing share price on May 1, 2019. In addition to $9.25 in cash, Trulieve will issue an aggregate of 1,209,942 common shares of Trulieve. In the event the equity is not issued, Trulieve will

Trulieve to Acquire Harvest Health for $2.1 Billion in Stock

Trulieve announces largest cannabis transaction in US; acquisition of Harvest Health & Recreation Inc. creates most profitable multi-state operator in world’s largest cannabis market
  • The merged entity will continue to be a leader in retail, culture and manufacturing.
  • Scope offers national scale with a strong regional focus on attractive markets.
  • An expanded growth path with the new Southwest hub and expanded hubs in the Northeast and Southeast.
  • The cumulative consensus expectation for revenue in 2021 is $1.2 billion.
  • Trulieve and Harvest will hold a joint conference call and webcast at 8:30 a.m. today. AND

Tallahassee, Florida, and PHOENIX, Arizona, 10. May 2021. /CNW/ – Trulieve Cannabis Corp. (Trulieve or the Company) (CSE: TRUL) (OTC: TCNNF) and Harvest Health & Recreation Inc. (Harvest) (CSE: HARV, OTCQX: HRVSF) are pleased to announce that they have entered into a definitive settlement agreement (the Settlement Agreement) pursuant to which Trulieve will acquire all of the issued and outstanding Subordinate Stem Shares, Multiple Stem Shares and Super Stem Shares (the Harvest Shares) of Harvest (the Transaction). Pursuant to the terms of the Exchange Agreement, Harvest shareholders (Harvest shareholders) will receive 0.1170 Trulieve Subordinate Voting Shares (each a whole share, Trulieve share) for each Harvest Subordinate Voting Share (or the equivalent) (Exchange Ratio), which is based on the closing price of the Trulieve shares on May 7, 2021, and equates to aggregate consideration of approximately $2.1 billion

Trulieve, a leading multi-state operator specializing in the Northeast and Southeast United States, and Harvest, a leading multi-state operator specializing in the West Coast and Northeast United States, have established deep, vertically integrated operations in their key markets and become the leading operators in the United States, the largest regulated cannabis market in the world.

Upon completion of the transaction and the completion of the previously announced acquisitions of Harvest and Trulieve, the combined company will have a presence in 11 states and include 22 cultivation and processing facilities totaling 3.1 million square feet and 126 retail outlets serving the medical and adult-use recreational cannabis markets.

Strengths and benefits of the operation

  • Scaling in our core markets – creating the largest combined retail and cultivation operator of cannabis in the U.S;
  • Creating the most profitable MSO in the US – with cumulative adjusted EBITDA of $266 million
    in 2020 and cumulative adjusted consensus EBITDA of $461 million in 2021, providing an unprecedented platform for sustained growth ;
  • Offers a superior distribution and retail model – with a robust retail network of 126 pharmacies in 11 states, the combined company will have a leading market share in Arizona and Florida ;
  • Strong and growing presence in several states – reinforces Trulieve’s expansion in the northeast and southeast of the US in Florida, Pennsylvania and Maryland, and creates a hub in the southwest of the US in key markets, including Arizona, where recreational cannabis use by adults was recently legalized ;
  • Optimizes national presence – with established retail and wholesale channels in all markets and the ability to reach an estimated total addressable market of $19.3 billion by 2025 (Arcview market estimate) ;
  • Complementing top brands – Trulieve’s portfolio of private brands and national partners is complemented by a range of performance products with different form factors;
  • leverage expert operational teams and best practices – from both Trulieve and Harvest – to improve operational efficiency by combining unparalleled expertise and success in state permit applications with the ability to bring operations to market quickly; and
  • The transaction strengthens Trulieve’s financial performance – with industry leading margins and strong profitable growth expected, superior financial performance relative to competitors is reinforced.

Remark of the management

Today’s announcement is the largest and most exciting acquisition in our industry, creating the most profitable public operator in several states.  It is important to note that our companies share the same values for customers and focus on deep penetration of key markets. This merger allows us to build on our strong foundation and create a unique platform for future growth.

Kim Rivers, managing director of Trulieve

Trulieve to Acquire Harvest Health for $2.1 Billion in Stock

Harvest gives us an immediate and significant presence in new and established markets and accelerates our entry into adult consumption in Arizona. Trulieve and Harvest are leaders in their respective markets, known for their innovation, brand and operational expertise, with real business depth and scale. We look forward to providing patients and clients with world-class care on a broader national scale as we build an iconic brand for cannabis in the United States.

We are very excited to join Trulieve, a company that has seen unprecedented success and scale in its home state of Florida.

Steve White, Harvest General Manager

Trulieve to Acquire Harvest Health for $2.1 Billion in Stock

As one of the oldest operators in several states, we believe our experience in identifying and developing attractive market opportunities, combined with our recent successful launch of adult sales in Arizona, will add significant value to the combined company as it continues to develop and grow in the years ahead.

Conditions of the Agreement

The transaction will be effected by way of an arrangement with creditors under the Business Corporations Act (British Columbia). Under the terms of the settlement agreement, Trulieve will acquire all of the issued and outstanding Harvest shares, with each Harvest shareholder receiving 0.1170 Trulieve shares for each Harvest share, representing a price per Harvest share of $4.79, representing a premium of 34% over the closing price of the Harvest shares on the seventh trading day. May 2021 means. At the effective time of the transaction, Harvest shareholders will own approximately 26.7% of the pro forma issued and outstanding shares of Trulieve (on a fully diluted basis). The exchange ratio may be adjusted if Harvest completes certain refinancings during the interim period, with the potential adjustment being proportional to the incremental cost of such financing relative to the transaction value. Further details of the transaction will be described in the management information circular and proxy statement (the Circular) to be sent to Harvest shareholders in connection with the special meeting of Harvest shareholders (the Meeting) to be held in the third quarter to approve the transaction.

The transaction was unanimously approved by the Boards of Trulieve and Harvest. Harvest shareholders holding more than 50% of the voting power of the issued and outstanding Harvest shares have entered into an agreement with Trulieve to vote in favour of the Transaction.

The agreement contains a number of customary provisions, including a commitment not to enter into alternative transactions, the right to negotiate more favorable offers, reciprocal payments of $100 million in certain circumstances and reciprocal expense reimbursement provisions in certain circumstances.

The transaction is subject to, among other things, the receipt of required approvals from the Supreme Court of British Columbia, approval by a two-thirds majority of Harvest’s shareholders at a special meeting, receipt of required regulatory approvals, including, but not limited to, approval under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions. The approval of Trulieve’s shareholders is not required. Further details of the transaction will be included in the circular.

The Board of Directors of Harvest (the ”Harvest Board”), after seeking financial and legal advice and after receiving and considering the unanimous recommendation of a special committee of independent directors (the ”Special Committee”), has unanimously determined that the Transaction is in the best interests of Harvest and that, based on the Fairness Opinion (as defined herein), the Compensation to be received by the Harvest Shareholders is, from a financial perspective, fair to the Harvest Shareholders.

Harvest’s Board of Directors unanimously recommends that Harvest’s shareholders approve the resolution approving the transaction. The Special Committee has received a fairness opinion from Haywood Securities Inc. (the Fairness Opinion), which states that as of the date hereof and based on and subject to the assumptions, procedures, factors, qualifications and caveats set forth therein, the consideration to be received by the Harvest Shareholders as a result of the Transaction is fair from a financial point of view to the Harvest Shareholders.

financial and legal advisers

Canaccord Genuity Corp. acted as exclusive financial advisor and DLA Piper (Canada) LLP and Fox Rothschild LLP acted as legal advisors to Trulieve in Canada and the U.S., respectively. Canaccord Genuity Corp. also prepared a fairness opinion for Trulieve’s Board of Directors.

Moelis & Company LLC acted as financial advisor and Bennett Jones LLP and Troutman Pepper LLP acted as legal counsel to Harvest in Canada and the United States, respectively. Haywood Securities Inc. has prepared a fairness opinion for the Special Committee.

Conference call and presentation for investors

Trulieve and Harvest will host a conference call and webcast today at 8:30 a.m. EDT to discuss the acquisition. To participate, call 647-427-7450 or 1-888-231-8191 and enter conference number 8672609. The webcast will be available at Trulieve.com or https://produceredition.webcasts.com/starthere.jsp?ei=1462748&tp_key=b56ece63d6. In addition, an investor presentation explaining the transaction is available on the investor relations page of Trulieve’s and Harvest’s websites.

About Harvest Health & Recreation Inc.

Harvest Health & Recreation Inc. headquartered in Tempe, Arizona, is a vertically integrated cannabis company operating in multiple states. Since 2011, Harvest has sought to expand its retail and wholesale presence in the United States by sourcing, manufacturing and selling cannabis products to patients and consumers, and providing services to retail pharmacies. Through the acquisition of organic licenses, service agreements and targeted acquisitions, Harvest has built a network of operations that spans several states. Harvest’s mission is to improve people’s lives through the beneficial effects of cannabis. We hope you will join us on this journey: https://harvesthoc.com.

About Truliva.

Trulieve is a vertically integrated seed-to-sale company in the United States and the first and largest fully licensed medical cannabis company in the state of Florida. Trulieve grows and manufactures all products in-house and distributes them to Trulieve dispensaries throughout the state of Florida, as well as directly to patients at home. Trulieve is also licensed in California, Massachusetts, Connecticut, Pennsylvania and West Virginia. Trulieve is listed on the Canadian Securities Exchange under the symbol TRUL and traded on the OTCQX Best Market under the symbol TCNNF.

For more information about Trulieve, visit www.Trulieve.com.

Footnote 1

This reflects adjusted EBITDA for Trulieve and Harvest on a combined basis for the year ended December 31. December 2020 reflected.  The GAAP financial measure most directly comparable to Adjusted EBITDA is net income (loss), which is the same for both Trulieve and Harvest for the year ended December 31, 2014. December 2020 totaled $3.4 million.  The following table provides a reconciliation between Trulieve’s adjusted EBITDA and net income (loss) for the year ended December 31. December 2020

Footnote 2

A reconciliation of Harvest’s adjusted EBITDA to net income (loss) for the year ended December 31, 2014 is set forth below. December 2020 is as follows

Trulieve to Acquire Harvest Health for $2.1 Billion in StockTrulieve to Acquire Harvest Health for $2.1 Billion in Stock

Footnote 3: CapitalIQ consensus estimates, Stand: May 7, 2021 and prior to Harvest’s first quarter 2021 earnings release on May 10. May 2021.  A reconciliation of this non-GAAP financial measure (as defined by the SEC) to the most directly comparable financial measure calculated and presented in accordance with GAAP has not been included in this document because this non-GAAP financial measure was obtained from external sources that are not affiliated with the parties and that do not provide the information required for such a reconciliation.   This non-GAAP financial measure is based on an analysis of the non-GAAP financial measures of various financial analysts, each of whom may calculate this financial measure differently than themselves, Trulieve or Harvest.  This information should be considered in addition to, not as a substitute for, or superior to, a performance measure prepared in accordance with GAAP. Our management teams use customized EBITDA to assess operational performance and trends and make planning decisions. Management believes that adjusted EBITDA helps to identify important trends in our business that would otherwise be hidden from view by the impact of the elements we exclude. Accordingly, we believe that Adjusted EBITDA provides investors and others with useful information to understand and evaluate our business performance, which improves the overall understanding of our past performance and the future prospects of the combined company and provides greater transparency of key financial ratios used by our management teams to make financial and operational decisions.

Original press release

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Trulieve to Acquire Harvest Health for $2.1 Billion in StockTrulieve to Acquire Harvest Health for $2.1 Billion in Stock

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