Canopy Growth expanding

Photo: The Canadian Press

Staff work in a marijuana grow room that Canopy Growth's Tweed facility in Smiths Falls, Ont. on Thursday, Aug. 23, 2018.

Canopy Growth Corp. has signed an agreement to buy U.S. company Acreage Holdings Inc. in a deal valued at US$3.4 billion if cannabis becomes federally legal in the United States.

Under the cash-and-stock deal, the Smiths Falls, Ont.-based cannabis company would acquire 100 per cent of the shares of the New York-based firm upon federal legalization of cannabis production and sale south of the border.

"Our right to acquire Acreage secures our entrance strategy into the United States as soon as a federally-permissible pathway exists," said Canopy's chairman and co-chief executive Bruce Linton in a statement. "By combining Acreage's management team, licenses and assets with Canopy Growth's intellectual property and brands, there will be tremendous value creation for both companies' shareholders."

While cannabis is legal for medical and recreational purposes in several U.S. states, it remains illegal at the federal level and is considered a Schedule 1 drug.

Acreage owns licenses to operate or has management services agreements in place with license holders in 20 states, including pending acquisitions.

The companies said they will also execute a licensing agreement granting Acreage access to Canopy Growth's brands including Tweed and Tokyo Smoke, along with other intellectual property.

As part of the deal, Acreage shareholders will receive an immediate payment of approximately US$2.55 per subordinate voting share or US$300 million.

Once cannabis becomes federally legal in the U.S. and Canopy exercises its right, it will pay an additional 0.5818 of a Canopy share for each Acreage subordinate voting share.

"Having access to Canopy Growth's deep resources will enable us to innovate, develop and distribute quality cannabis brands across the U.S. and continue expanding our U.S. footprint," said Acreage Holdings chief executive Kevin Murphy in a statement. "At the same time, a confluence of factors are making it much more difficult for a multi-state operator to achieve its full potential, including the enormous amount of cash required to scale."