The saga that is marijuana stock Curaleaf Holding's (CURLF -2.69%) acquisition of privately held Cura Partners has taken a new turn. Curaleaf announced in a press release that the two companies agreed to amend the terms by which Curaleaf will purchase the cannabis products maker.
Cura Partners is the company behind the popular Select brand of cannabis products.
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The new deal terms radically change the upfront payment Curaleaf will hand over in the all-stock transaction. Under the new agreement, it will pay 55 million subordinate voting shares. Previously, the companies had agreed that the cost would be just over 95.5 million of those shares.
Curaleaf's subordinate voting stock carries one vote per share on matters related to the company. The other class of stock, multiple voting shares, carries 15 votes per share.
Cura Partners investors will still be eligible for the remaining 40.5 million-plus subordinates, only they will have to earn it. Curaleaf said this stock is to be awarded "contingent upon Curaleaf achieving certain calendar year 2020 revenue targets based on Select-branded retail extract sales." These have been set at a minimum of $130 million and a maximum of $250 million.
In addition to that, current Cura Partners investors are to be eligible to reap an earn-out of up to $200 million worth of freshly issued subordinate stock if revenue from Select products tops $300 million in calendar 2020.
Curaleaf also pointed out that the waiting period for the deal, as mandated by the Hart-Scott-Rodino Antitrust Improvements Act, has expired. That law stipulates a waiting period is in force after the filing of official documentation for a merger or acquisition. That period is typically 15 or 30 days, although it can go longer under certain circumstances.
It stretched in this case, as Curaleaf and Cura Partners agreed to their original deal at the beginning of May.
In the press release, Curaleaf said that following the agreement regarding the amended terms, the company
...remain[s] extremely confident in the strength and operations of the Select business and of the long-term prospects of the cannabis sector as a whole. We look forward to bringing our companies together to lead this industry as it continues to mature and grow.
It seems the market might be skeptical about such pronouncements. Curaleaf stock closed down nearly 5% on the day of the announcement.
