Cronos Group to Buy Netherlands Cannabis Company – New Cannabis Ventures

Cronos will enter the Netherlands by acquiring Europe’s largest adult cannabis company

• Cronos will acquire CanAdelaar for $67.0 million in cash^1: plus cash proceeds of 0.5x normalized EBITDA in 2026 and 2027
• The preliminary valuation represents approximately 1.4x CanAdelaar LTM revenue and 2.4x LTM EBITDA^2:
• Will give Cronos #1 market share^3: Europe’s largest adult cannabis marketplace
• Enables a borderless product strategy, investing in genetics, research and development and product development

TORONTO, December 9, 2025 (GLOBE NEWSWIRE) — Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) (“Cronos” or the “Company”), a global innovative cannabinoid company, is pleased to announce that its wholly-owned subsidiary has entered into a definitive share purchase agreement (the “Purchase Agreement”) to acquire a majority stake in BVC (CanAdela).^3: operates as part of the Dutch Cannabis Experiment for Adults (“VietExperiment”). Under the purchase agreement, CanAdelaar shares will be acquired for an upfront consideration of €57.5 million or US$67.0 million,1 subject to certain customary adjustments, with an additional contingent consideration to be paid in cash based on CanAdelaar’s normalized EBITDA of 0.5 in 2026 and 2027.

“Our acquisition of CanAdelaar is a financially impactful and highly strategic transaction that will establish a strategic footprint in Europe and enable us to leverage our investments in Infinite Products,” said Cronos chairman, president and CEO Mike Gorenstein. “The Netherlands has a deep cannabis heritage and its cafes are known around the world for playing a fundamental role in the evolution of the legal cannabis industry. European expansion is an important area of ​​focus for us, and we were particularly keen to see the Netherlands legislate and create a responsible and well-functioning Dutch hemp production market. regulators, cafes, adult consumers and all stakeholders to ensure the continued success of Wietexperiment, CanAdelaar’s management team quickly and efficiently developed the business in the adult cannabis market.

About Wietexperiment

The Netherlands’ adult cannabis pilot program, the Wietexperiment, went into effect in 2020 to create a closed, regulated cannabis supply chain in ten participating communities. The initial phase began in the fourth quarter of 2023, and the pilot phase will officially begin on April 7, 2025. The program is set to run for four years from that date, with the Dutch government retaining the option to extend it for up to an additional 18 months.

According to the Wietexperiment, all 72 coffee shops (cannabis retailers) in the ten participating communities can no longer operate in the “tolerable” market and must source their cannabis products exclusively from one of the ten licensed producers (including CanAdelaar). The framework prohibits the import and export of cannabis products, sales between licensed producers and any supply to cafes outside of participating municipalities.

About CanAdelaar

Founded in 2018, CanAdelaar received its license under Wietexperiment in Q2 2023. CanAdelaar is headquartered and operates out of Voorne aan Zee in the Netherlands in a 540,000 square foot facility that includes greenhouse processing and processing of all Candea products. With active sales at nearly all 72 Wietechperiment cafes, CanAdelaar sells flower, pre-rolls, hash and edibles under CanAdelaar Original Grow, or “COG.”

CanAdelaar highlights

• Current cultivation yields approximately 20,000 kg of dried flowers per year.^4:
• The only industrial-scale greenhouse cultivator at Wietexperiment, with other licensed producers operating indoor growing facilities.
• Wietexperiment leading market share.^5:00
• Sales began in the fourth quarter of 2023, with revenue growing to $17.7 million in 2024 and $47.3 million in the twelve months ending September 30, 2025.^6:00
• EBITDA of $8.0 million in 2024 and $28.2 million for the twelve months ended September 30, 2025.^7:00

Strategic rationale

The transaction is expected to provide multiple strategic and financial benefits that will further position Cronos as a leading global cannabinoid company, including:

• Activating the Infinite Product Strategy. the deal provides another opportunity to showcase Cronos’ investment in cannabis genetics, research and product development. While more than 75% of CanAdelaar’s LTM revenue came from the sale of cannabis flower,^{8 o’clock} A number of product categories besides flower have been legalized under the Wietexperiment, including certain edibles, vapes, pre-rolls and hash. We expect to use the borderless product strategy that has made us the market leader in Israel and Canada to provide both proven and innovative new products to meet the needs of Dutch adult cannabis consumers.
• Competitive positioning and concerted action. CanAdelaar has the highest market share^9:00 Within Wietexperiment and among ten licensed manufacturers, is the only industrial-scale greenhouse developer, providing a cost advantage and a differentiated value proposition.
• Mandatory financial description. Initial settlement of $67.0 million^10:00 representing approximately 1.4x LTM revenue and 2.4x LTM EBITDA.^11:00
• As a result of the potential expansion of the Dutch cannabis program for adults. Wietexperiment has fully legalized the sale of cannabis to adults in only ten Dutch municipalities (including Amsterdam), covering 72 of the 562 cafes in the Netherlands.^12:00 If the Wietexperiment eventually expands to additional communities or across the country, it could provide a significant growth opportunity for the target market.
• Thoughtful regulatory regulation to promote responsible use by adults; The Wietexperiment is well-designed and regulated, with levels responsible for restricting cannabis use only among adult consumers, serving as a potential model for other countries. We are committed to Wietexperiment’s continuity and collaboration with regulators, municipalities and all industry stakeholders to ensure its long-term success.

Transaction Overview and Timing

Pursuant to the terms of the Purchase Agreement, the cash consideration to be paid in cash at the closing of the Transaction is EUR 57.5 million or USD 67.0 million.^13:00 subject to certain customary adjustments. In addition, the contingent consideration is paid in cash equal to 0.5x CanAdelaar’s 2026 normalized EBITDA and 0.5x CanAdelaar’s 2027 normalized EBITDA.

The transaction has been approved by the Company’s Board of Directors and is expected to close in early 2026. The transaction remains subject to customary closing conditions, including the completion of required regulatory approvals in the Netherlands.

An investor presentation providing additional details regarding the Transaction has been posted on Cronos’ website under Investor Relations.

About Kronos

Cronos is an innovative global cannabinoid company committed to creating disruptive intellectual property by advancing cannabis research, technology and product development. With a passion for responsibly enhancing the consumer experience, Cronos is building an iconic brand portfolio. Cronos’ diverse international brand portfolio includes Spinach®, PEACE NATURALS® and Lord Jones®. For more information about Cronos and its brands, visit: thecronosgroup.com.

^1: Based on EUR/USD exchange rate of 1.165 as of December 5, 2025, source: Factset.
^2: LTM: twelve months ended September 30, 2025; CanAdelaar’s revenue and EBITDA are provided by CanAdelaar’s management unaudited and prepared in accordance with Dutch generally accepted accounting principles (“Dutch GAAP”).
^3: A measure of market share based on volume sold and revenue. Market share information provided by CanAdelaar management based on their research Wietexperiment: coffee shops.
^4: Assessments of CanAdelaar management.
^5:00 Market share information provided by CanAdelaar management based on their research Wietexperiment: coffee shops.
^6:00 CanAdelaar’s income is provided by CanAdelaar’s management, unaudited and prepared under Dutch GAAP. USD figures based on EUR/USD rate of 1.165 as of December 5, 2025, source: Factset.
^7:00 CanAdelaar EBITDA is provided by CanAdelaar management, unaudited and prepared under Dutch GAAP. USD figures based on EUR/USD rate of 1.165 as of December 5, 2025, source: Factset.
^{8 o’clock} CanAdelaar’s management estimate, unaudited, for the twelve months ended September 30, 2025.
^9:00 Market share information provided by CanAdelaar management based on their research Wietexperiment: coffee shops.
^10:00 Based on EUR/USD exchange rate of 1.165 as of December 5, 2025, source: Factset.
^11:00 LTM: twelve months ended September 30, 2025; CanAdelaar’s revenue and EBITDA are provided by CanAdelaar’s management, unaudited and prepared under Dutch GAAP.
^12:00 Source: Scientific Research and Data Center (WODC) of the Netherlands Ministry of Justice and Security, as of March 31, 2025.
^13:00 Based on an exchange rate of 1.165 EUR/USD as of December 5, 2025, source: Factset.

Original press release

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