22nd Century Group, Inc. acquired GVB BioPharma for $56.2 million.
May 12, 2022
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22nd Century Group, Inc. (NasdaqCM:XXII) acquired GVB BioPharma for $56.2 million on May 13, 2022. 22nd Century will acquire all of the issued and outstanding shares of GBV for aggregate consideration that consists of (i) the assumption of approximately $4.6 million of debt, (ii) GVB's closing costs, and (iii) the issuance to GVB of 32,900,000 unregistered shares of common stock. The shares are subject to a lock-up and restrictions on transfer for at least six months following closing and thereafter, one-third of the shares will be released from the lock-up after six months, one-third will be released from the lock-up after nine months and the remainder will be released after one year. Phillip Swindells, Chief Executive Officer at GVB and the team will be joining 22nd Century. GVB will nominate a director to 22nd Century's board, provided that such nominee is independent and subject to approval by the company's Governance and Nominating Committee. The transaction is subject to board approval of 22nd Century Group, shareholder approval of GVB BioPharma, and the execution of employment agreements. Upon closing, the transaction is expected to more than double 22nd Century's revenue, be immediately accretive to adjusted EBITDA, and generate positive cash flow from the acquired assets in the near term. Cowen Inc. (NasdaqGS:COWN) acted as financial advisor to GVB while James Guttman of Dorsey & Whitney LLP acted as legal advisor Scott Museles, Aaron Ghais, and Eric Kurtz of Shulman Rogers Gandal Pordy & Ecker PA acted as legal advisor to 22nd Century Group, Inc. Grant Thornton provided an independent valuation for 22nd Century. Chad Rash of BDO USA, LLP acted as financial and tax due diligence provider to 22nd Century Group, Inc.
22nd Century Group, Inc. (NasdaqCM:XXII) completed the acquisition of GVB BioPharma on May 13, 2022.
22nd Century Group, Inc. is an agricultural biotechnology company. The Company is focused on tobacco harm reduction, reduced nicotine tobacco and improving health and wellness through plant science. Additionally, the Company provide contract manufacturing services for conventional combustible tobacco products for third-party brands. The Company operates through a single segment named Tobacco. Its tobacco segment is engaged in contract manufacturing organization (CMO) customer contracts that consist of obligations to manufacture the customers' branded filtered cigars and cigarettes. The tobacco segment is engaged in the sale of its reduced nicotine content (RNC) cigarettes, sold under the brand name VLN, or research cigarettes sold under the brand name SPECTRUM. It uses plant breeding technologies, including genetic engineering, gene-editing, and molecular breeding to deliver solutions for the life science and consumer products.
22ND CENTURY GROUP, INC. 
