GABY Inc. entered into an exclusive non-binding letter of intent to acquire Miramar Professional Services, Inc. for $49.9 million.
December 02, 2020
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GABY Inc. (CNSX:GABY) entered into an exclusive non-binding letter of intent to acquire Miramar Professional Services, Inc. for $49.9 million on December 3, 2020. GABY Inc. executed a definitive transaction agreement to acquire Miramar Professional Services, Inc. on February 15, 2021. The consideration consists of issuance of 157.9 million common shares of GABY, payment of $5 million in cash, guarantees of aggregate principal amount of $0.9 million in indebtedness and issuance of a secured, non-convertible promissory note in the aggregate amount of $25.5 million. The consideration is subjected to adjustment in accordance with the definitive agreement. As of March 4, 2021, Concurrently, Purchase Price shall be adjusted as follows; increased by the amount (if any) by which the Net Working Capital is greater than $587,733; and decreased by the amount (if any) by which the Net Working Capital is less than the $587,733. GABY has also entered into a private placement for CAD 11 million ($8.5 million). As of February 4, 2021, GABY completed the private placement for gross proceeds of CAD 12.5 million ($9.8 million). The net proceeds from the private placement will be used to fund this acquisition. The definitive agreement provides for a damages fee of $1.0 million payable in certain circumstances if the definitive agreement is terminated. This Agreement may be terminated and the Transaction contemplated hereby may be abandoned at any time before the Closing Date only by the mutual written consent of the Company and GABY. Upon completion, James Schmachtenberger, co-founder and Chief Executive Officer of Mankind will become Chief Strategy Officer of GABY and will join the GABY Board of Directors. The senior management team of Mankind will join the senior management team of GABY and the executive team of Mankind will also join GABY.
The transaction is subject to the execution a definitive transaction agreement, the approval of the Canadian Securities Exchange to list GABY shares that will be issued pursuant to the transaction, the approval of shareholders of GABY, necessary regulatory approvals and customary closing conditions. The transaction is subject to approval of California Bureau of Cannabis Control. Shareholders holding not less than 50% plus one of the issued and outstanding GABY Shares will approve the Merger by way of written resolution. GABY has received confirmation of support for the merger from shareholders holding more than 50% of the issued and outstanding GABY Shares. The transaction is expected to close on or about January 18, 2021. As of March 3, 2021, either party may terminate the definitive agreement if the closing date has not occurred by March 31, 2021. As of March 4, 2021, the transaction is expected to close by March 15, 2021 or such other date as may be agreed to in writing by the Parties. The acquisition is value accretive to GABY's shareholders. Stikeman Elliott LLP acted as legal advisor to GABY in the transaction. Jeff Hergott, Joel Fraser, Niall Sweeney and Nick Robelek of Wildeboer Dellelce LLP acted for the agents in connection with the brokered private placement. Breakwater Law Group, LLP and Bennett Jones LLP acted as legal advisor to Miramar Professional.
GABY Inc. is a Canada-based company, which has retail focus and is the owner of the Mankind dispensary in San Diego, California. The Company packages and/or markets, for its own proprietary brands, as well as for third parties, a variety of cannabis products, including flower, concentrates, pre-rolls, edibles, topicals, tinctures and other products derived from or infused with cannabis or hemp. It holds a retail storefront license issued by the Department of Cannabis Control (DCC). It has launched two THC brands in the California market. The Company also owns cannabidiol (CBD) brands and sells those brands in the mainstream market and on-line. The Companyâs brands include Mankind Dispensary, Dank Space, Kind Republic, Freedom Grams, Luluâs Chocolate and 2Rise Naturals. Its flagship Mankind Dispensary serves approximately 25,000 people a month.