Debra Borchardt
Aphria Inc. (APHQF) is acquiring Scythian Biosciences Corp. (SCCYF) Latin American and Caribbean assets in a deal valued at $193 million. The acquisition will allow Aphria to quickly expand into Columbia, Argentina, and Jamaica. It will also give Aphria first offer and refusal for Brazil.
“Aphria is proud with this initiative to create a true leader in medical cannabis across LATAM and extend our leadership in the global industry,” said Vic Neufeld, Chief Executive Officer at Aphria. “We have spent a considerable amount of time and resources evaluating opportunities in Latin America and the Caribbean and we are confident in the long-term strategic opportunity and the value it will bring to our shareholders. The Transaction, once completed, will firmly place Aphria at the center of the medical cannabis industry in the region, and will provide the strong foundation, relationships, and infrastructure to capture significant future growth as more LATAM and Caribbean markets evolve.”
Terms
The statement from Scythian read, “Aphria will issue C$193 million in shares to Scythian and assume USD $1 million in aggregate liabilities of the Target Corporations owing to Scythian resulting in Scythian having well over $ 200 million in cash and marketable securities on hand. The substantial liquidity provided by the transaction will enable additional potential transactions that underpin Scythian’s strategic transformation towards enhancing its global cannabis foundation.”
The Aphria statement read, “Aphria will be assuming $1 million in existing debt, with the remainder of the transaction consideration in the form of common shares of Aphria at a deemed share price of $12.31, being the volume weighted average price of the Aphria shares as traded on the facilities of the TSX for the 20 trading days immediately prior to the date of the Agreement. Aphria expects to issue to Scythian 15,678,310 Aphria shares in connection with the Transaction, representing approximately 6.3% of the currently issued and outstanding shares of Aphria, calculated on a non-diluted basis.”
The transaction will have Aphria acquire 100% of the outstanding shares of LATAM Holdings, which is the wholly-owned subsidiary of Scythian. The acquisition will include the following as per the company statement:
Columbian Asset
Colcanna S.A.S. will be the first company in the Coffee Zone of Colombia with cultivation and manufacturing licenses for the production of medicinal extracts of cannabis, a research license and a license for the production and extraction of cannabis, including cannabis oil, for domestic use and for export. It is in the advanced licensing stages for a THC license.
Argentina Asset
ABP, S.A. is an established and successful pharmaceutical import and distribution company that holds a series of licenses, including for the import of CBD oil, notably the first company in Argentina to have received this license. The Argentinean company operates a pharmaceutical distribution warehouse and retail pharmacy and distributes to an extensive network of pharmacies, distributors, government clinics and hospitals throughout Argentina. ABP also holds agreements with the Top 20 health insurance companies, a strategic advantage in reaching patients accessing Argentina’s free public healthcare system.
Jamaica Asset
Marigold Projects Jamaica Limited has been granted several key licenses by the Jamaican Cannabis Licensing Authority, including a Tier 3 license to cultivate more than five acres of land with cannabis for medical, scientific and therapeutic purposes. This license is the highest level of license available in Jamaica, and currently, only one other company has been approved for a Tier 3 license and a conditional Tier 2 license to process cannabis for medical, scientific and therapeutic purposes, including the manufacturing of cannabis-based products, in a space of over 200 square meters.
“Scythian’s early stage strategic investments in some of the world’s leading markets outside of Canada have fast-tracked our positioning and reputation as a global cannabis leader,” said Scythian CEO Rob Reid. “It, therefore, feels fitting to exit our Latin American and Caribbean assets to one of the world’s leading operators. This timely strategic move allows Aphria to leverage Scythian’s first-mover progress in the region while expanding on their own global reach and scope.”
