Specialty Acquisition Corporation completed the acquisition of Substantially all of GVB hemp/cannabis business from 22nd Century Group, Inc. and ESI Holdings, LLC for $3.1 million.
December 21, 2023
Share
Specialty Acquisition Corporation entered into a equity purchase agreement to acquire Substantially all of GVB hemp/cannabis business from 22nd Century Group, Inc. (NasdaqCM:XXII) and ESI Holdings, LLC for $2.3 million on November 20, 2023. The Purchase Price consists of (i) a cash payment of $1,000,000 to the Company at closing and (ii) a 12% secured promissory note issued by Buyer in an aggregate principal amount of $1,250,000, subject to increase based on the amount of certain liabilities related to the GVB business (the ? Closing Note ?). The Closing Note is payable in six equal monthly installments commencing on the fourth calendar month following the closing. The Company plans to use the proceeds from the sale to further deleverage its balance sheet. The Company expects to close the transaction in early December 2023, subject to customary closing conditions including, approval by the Company?s Board of Directors, receipt of a fairness opinion, Buyer obtaining $3 million of financing and receipt of third-party consents, including the consent of our senior lender. The Company is currently in discussions with the senior lender to obtain such consent. No assurances can be given that the Buyer will obtain the required financing or that the Company?s senior lender will consent to the transaction.
Specialty Acquisition Corporation completed the acquisition of Substantially all of GVB hemp/cannabis business from 22nd Century Group, Inc. (NasdaqCM:XXII) and ESI Holdings, LLC for $3.1 million on December 22, 2023. On December 22, 2023, the Company and the Buyer entered into an Amendment to Equity Purchase Agreement pursuant to which the Company and the Buyer increased the Purchase Price to $3.1 million which consists of (i) a cash payment of $1.1 million to the Company?s senior lender, on behalf of and at the direction of the Company and (ii) a 12% secured promissory note issued by the Buyer to the Company?s senior lender, on behalf of and at the direction of the Company, in an aggregate principal amount of $2 million.
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.
Specialty Acquisition Corporation completed the acquisition of Substantially all of GVB hemp/cannabis business from 22nd Century Group, Inc. and ESI Holdings, LLC for $3.1 million.
22ND CENTURY GROUP, INC. 
