TORONTO, June 10, 2021 (GLOBE NEWSWIRE) — Ayr Wellness Inc. (CSE: AYR.A, OTC: AYRWF) (“Ayr” or the “Company”), a leading vertically integrated cannabis multi-state operator, announced today the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“the HSR Act”) in respect to its proposed acquisition of GSD NJ LLC (“Garden State Dispensary” or “GSD”) in New Jersey. The waiting period expired without a second request for information. The transaction is expected to close in July, subject to certain closing conditions, including final approval from the New Jersey Cannabis Regulatory Commission (“CRC”).
As announced in December 2020, Ayr plans to acquire Garden State Dispensary (GSD), one of the 12 existing vertical permit holders in the State of New Jersey and one of the state’s original six alternative treatment centers (ATCs). GSD has three open dispensaries, the maximum allowed under its permit, at heavily trafficked highway locations throughout the central region of the state, as well as approximately 30,000 sq. ft. of operational cultivation and production facilities. An additional 75,000 sq. ft. of cultivation is under construction.
Total up-front consideration of US$101 million includes US$41 million in cash, US$30 million in exchangeable shares and US$30 million in the form of a promissory note. Earn-outs based on exceeding revenue target thresholds in 2022 will be capped at a maximum of US$97 million and payable in a combination of cash, promissory notes and exchangeable shares. Including the maximum earn-out consideration, the Company estimates this represents a forward multiple of approximately 4x 2022 Adjusted EBITDA1.
In November 2020, New Jersey voters approved a referendum legalizing cannabis for adult use in the state. In February 2021, legislation implementing legalization was enacted that will enable the current 12 medical cannabis permit holders to be first to market when the CRC creates a