Ayr Wellness Inc. (CNSX:AYR.A) entered into a binding letter of intent to acquire PA Natural Medicine, LLC for approximately $120 million on September 1, 2021. The terms of the transaction include upfront consideration of $80 million, made up of $20 million in stock, $25 million in seller notes and $35 million in cash. An earn-out of up to $40 million, based on 2021 EBITDA hurdles, is payable in first quarter 2022 and includes a maximum additional cash payment of $10 million with the remainder paid in stock and notes.

Operations of PA Naturals will remain unchanged pending the closing. Ayr Wellness expects to rebrand the dispensaries under the AYR Wellness banner shortly after closing. The acquisition is subject to customary closing conditions and regulatory approvals and is expected to close in fourth quarter 2021.