Ayr Wellness Inc., a vertically-integrated cannabis multi-state operator (MSO), announced it has closed on the purchase of 100% of the membership interests of Blue Camo LLC, which operates under the name Oasis. Oasis is a vertically integrated operation in Arizona that includes three medical and adult-use dispensaries in the greater Phoenix area, a 10,000 ft2 triple-stacked cultivation and processing facility in Chandler, and an 86,000 ft2 cultivation facility under development in Phoenix.
The total purchase consideration includes initial upfront consideration of $75.4 million, made up of $9.5 million in cash, $37.4 million in stock (paid in shares exchangeable into approximately 2.57 million subordinate voting shares of Ayr priced at the 10-day VWAP prior to announcement) and $28.5 million in seller notes, subject to working capital adjustments. An additional 2.0 million shares (priced at the 10-day VWAP prior to announcement) will be held in escrow and payable upon reaching certain cultivation targets at the facility under development.
“We are thrilled to welcome the Oasis team to the Ayr family and to be adding Arizona as the fifth state in our expanding footprint. Arizona has been a terrific medical market and its recreational program is off to a great start with the state moving quickly to make safe, tested and regulated cannabis available for adult-use,” said Jonathan Sandelman, Chairman and Chief Executive Officer of Ayr.
“We look forward to integrating with the Ayr team to accelerate our growth in Arizona,” said Jason Vedadi, CEO of Oasis Cannabis. “There is enormous opportunity for this market, especially as we complete the new cultivation facility later this year enabling us to improve margins through increased vertical integration and wholesale market penetration. Further, with the addition of the market-leading Ayr brands, our customers and patients will be thrilled with the improved and expanded selection available to them.”
Additional earn-out consideration through Q1 2023 may be paid in shares exchangeable into subordinate voting shares of Ayr, priced at the then 10-day VWAP, with the earnout value calculated based on a set discount to Ayr’s then trading enterprise value to Adjusted EBITDA multiple and based on exceeding certain Adjusted EBITDA hurdles in each year.