Gilla Inc. (OTCPK:GLLA) entered into a letter of intent to acquire TB INVEST BVBA for $15.5 million on July 16, 2018. As part of the consideration for the acquisition, Gilla Inc. will pay to the vendors of TB INVEST 90 million common shares of Gilla issued on closing, $0.75 million in cash payable on closing, $3 million in vendor-take-back loans to be issued as promissory notes due over forty-eight months from closing, with principal payments of $0.3 million due six months from closing and $0.08 million due monthly in arrears commencing thirteen months from closing until maturity and an earn-out of 6.5% of total European revenue generated by the post acquisition operations and paid on incremental revenue over an annual threshold of $10 million generating minimum gross margins of 20%. The earn-out shall be paid annually to the vendors of TB INVEST for a period of four years from the closing. As part of the deal, Gilla will be merging its global manufacturing platform with TB INVEST's European-focused distribution and retail business. For the year period ended December 31, 2017, TB INVEST BVBA had revenue of $13.81 million and an EBITDA of $1.72 million. Following the deal, senior executives and owners of TB INVEST will take active management roles in Gilla's overall business. The transaction is subject to Board approval, confirmatory due diligence on both parties and approval from any applicable regulatory body or exchange as required. The acquisition is expected to close on or before October 31, 2018. The acquisition is expected to be immediately accretive and would lead to a number of operational synergies including significant expansion of Gilla's European operations and production capabilities. As on October 23, 2018, Gilla and TB Invest are advancing the definitive agreement and are working with their respective advisors to structure the transaction in accordance with the requisite regulations. The transaction is expected to close prior to the calendar year end. Gilla Inc. (OTCPK:GLLA) cancelled the acquisition of TB INVEST BVBA on July 16, 2019.