Canopy Growth : Announces Plan to Acquire Wana Brands

Canopy Growth & Wana Brands

October 14, 2021

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Keytakeaways

Canopy Growth has agreed to terms to acquire Wana Brands ("Wana") through a structured transaction tied to U.S. federal permissibility.

The arrangement with Wana further

enhances Canopy Growth's U.S. ecosystem strategy ahead of U.S. federal permissibility.

Key Strategic Benefits:

• Strengthens Canopy Growth's U.S. Ecosystem: Wana's leadership position and ongoing expansion bolsters Canopy Growth's product, brand, and geographic exposure to the U.S. cannabis market upon federal permissibility.
• Dominant Edibles Category: The gummy category is one of the fastest growing segments in both the U.S. and Canadian cannabis markets accounting for over 70% of all edibles purchased1.
• Market Leadership in the Edibles Product Category: Wana is #1 cannabis edibles brand in North America based on market share.
• Increased Exposure to U.S. Cannabis Market Upon Federal Permissibility: Upon exercising its right to acquire Wana, Canopy Growth will own Wana's vertically integrated facility in Colorado as well as its rapidly growing licensing division which is expected to cover more than 20 states by the end of calendar year 2022. This expands upon the coverage provided by the Company's existing right to acquire Acreage Holdings, Inc., and conditional ownership interest in TerrAscend Corp.
• Profitable and Highly Scalable Business Model: Wana has a track record of achieving strong revenue growth and category-leading gross and EBITDA margins. Wana's proven licensing model provides opportunity to scale the brand ahead of U.S. federal permissibility.

1.	Source: Headset data for tracked US states. Edibles includes forms such as beverages, chocolates and other ingestibles.		4
2. Source: Wana data and internal proprietary market share tool that utilizes point of sales data supplied by a third-party data provider, government agencies and Canopy Growth's retail store operations across the country,

Transaction overview

• Structured as three separate option agreements whereby CGC has a call option to acquire 100% of the membership interest in each Wana entity following a triggering event
• As consideration for entering into the agreements, CGC will make an upfront cash payment of USD $298M
• Upon exercise of the right to acquire each Wana entity, CGC will make a payment equal to 15% of the fair market value at the time the option is exercised
• Additional deferred payments may be paid as of the 2.5-year and 5-year anniversary of the up-front payments
• CGC has no economic or voting interest in Wana until exercising the right to acquire each Wana entity

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