Greenlane Renewables Inc. (TSX:GRN) entered into a definitive agreement to acquire Airdep S.R.L. from Andrea Valerio for €9 million on December 15, 2021. As per the terms of the agreement, the consideration will comprise of €5.5 million in cash payable on closing and €1 million in Greenlane shares issuable in four equal tranches of €0.25 million on each of the three, six, nine- and twelve-months anniversaries of the closing date. The consideration will also comprise of an earn-out component of maximum of €2.48 million contingent upon meeting or exceeding a minimum financial performance threshold.

The amount payable will be determined based on the financial performance of Airdep Business from January 1, 2022 to December 31, 2024. The earn-out payment is to be paid in early 2025 and will be paid 50% in cash and, at the discretion of Greenlane Renewables Inc., the remaining 50% in cash or by the issuance of additional common shares or a combination. Post-completion, Andrea Valerio will continue his leadership of Airdep as Managing Director.

The closing of the acquisition is subject to customary closing conditions, including TSX approval and is anticipated to close in January 2022.