Curaleaf to acquire Select parent Cura Partners in all-stock deal valued at about $949 million

Curaleaf Holdings Inc. said Wednesday it has signed a definitive agreement to acquire Cura Partners Inc., the parent of the Select brand, in an all-stock deal valued at C$1.27 billion ($948.8 million). Wakefield, Mass.-based Curaleaf said the deal includes Portland, Ore.-based Select's manufacturing, processing, distribution, marketing and retailing operations and all adult-use cannabis products marketed under the Select brand name, including its intellectual property. Select products are sold at more than 900 retailers in states that have legalized cannabis. To finance the deal, Curaleaf will issue about 95.6 million subordinated voting shares, which are worth C$1.27 billion based on the stock's closing price of C$13.30 on April 30. The stock trades on the CSE as well as on the U.S. over-the-counter market. The deal is expected to close in 2019. It constitutes a 'related party transaction,' because Curaleaf chairman Boris Jordan has an interest in the deal, Curaleaf said in a statement. "The terms of the proposed transaction were negotiated by management and advisors under guidance of, and unanimously recommended for approval by, a committee composed of members of the Board of Directors of Curaleaf free from any conflict of interest with respect to the proposed transaction," said the statement. The committee relied on a fairness opinion from Beacon Securities Ltd. to ensure it is paying a fair price. The founder of the Select brand, Cameron Forni, will join Curaleaf as president of Select, which he started in 2015. Curaleaf U.S.-listed shares were not active premarket, but have gained 107% in 2019 to date, while the S&P 500 has gained 17.5%.

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