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Organigram Global Closes European Acquisition – New Cannabis Ventures

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Organigram Global to Buy Sanity Group – New Cannabis Ventures

Organigram Closes Previously Announced Acquisition of Sanity Group, Private Placement Financing with BAT and ATB Senior Secured Credit Facilities

TORONTO and BERLIN – April 15, 2026 — (Business Wire) —

Organigram Global Inc. (NASDAQ: OGI ) (TSX: OGI ), (the “Company” or “Organigram”) and Sanity Group GmbH (“Sanity” or “Sanity Group”) jointly announced the successful closing of the previously announced acquisition of Organigram (the “Acquisition”), pursuant to the terms of the Sanity Group Share Purchase Agreement dated February 26, 206 (Share Form 206, February 26 of the purchase agreement) “Share Purchase Agreement”). In connection with the closing of the acquisition, a wholly-owned subsidiary of the Company acquired all of the issued and outstanding shares of Sanity Group not already owned by the Company for an initial purchase price paid at closing of €107.3 million, consisting of €78.0 million in cash and €29.3 million in shares (“U”). In connection with the closing of the Acquisition, the Company also closed its previously announced private placement financing (the “Private Placement”) with BT DE Investments Inc. (“BAT”), a wholly owned subsidiary of British American Tobacco plc1, for total gross proceeds of €40.3 million and €25 million (equivalent to the previously announced $2 million) (the “Loan Facility”) of up to C$60 million.

The Company is also pleased to announce that in connection with the closing of the Acquisition, Mr. Max Konrad Nahr has been appointed to the Board of Directors of the Company during the Income Period (as defined below).

A portion of the cash component of the initial consideration payable in connection with the acquisition was funded by money drawn from Organigram’s Jupiter Strategic Investment Fund (the “Jupiter Pool”), established in 2024 with funding from BAT to support international growth initiatives. The use of such funds in connection with the Acquisition represents the ultimate disposition of the Jupiter Pool.

About Sanity Group

Sanity Group is one of Europe’s leading pure-play cannabis companies, headquartered in Germany with an extensive European platform and expanding operations in Switzerland, the United Kingdom, Poland and the Czech Republic. Sanity has developed a diversified and sophisticated commercial footprint in key segments of the cannabis value chain, including medical cannabis, regulated recreational pilot programs and wellness products. Sanity benefits from deep regulatory expertise, strong distribution and logistics capabilities and an extensive network of strategic partners across Europe.

Structure of the account and income under the contract of purchase and sale of shares

The upfront consideration paid at closing consisted of €78.0 million in cash3 and €29.3 million in stock consideration satisfied by Organigram issuing 3,146,195 common shares in the capital of the Company (the “Common Shares”) to former shareholders of Sanity (“212886” and the “Sellers”3). Convertible Preference Shares in the capital of the Company to BAT (the “Preference Shares” and together with the Common Shares, the “Shares”) at a price of €1.8547 (C$3.00) per share. In addition to the initial valuation, the Sellers are entitled to receive up to €113.8 million in proceeds, consisting of up to €20.0 million in cash and up to €93.8 million in shares, which will be valued based on the volume-weighted average price of the Company’s common shares traded on the Toronto TSX over the course of the day. The price of the Common Shares immediately preceding the redemption of such Shares, subject to a floor of C$3.00 and a cap of C$4.00 (the “Earnout Consideration”), which is dependent on the financial performance of Sanity Group during the 12-month period ending April 1, 2027 (the “Earnout Period”).

ATB Credit Institution

In connection with the Acquisition and concurrently with the closing of the Acquisition, the Company closed the previously announced Credit Facilities (the “Credit Agreement”) among the Company as borrower, ATB Financial as administrative agent, the sole lead arranger and underwriter and its lender from time to time.

The credit facilities consist of (i) a C$20 million non-revolving term loan; (ii) a C$30 million revolving credit facility; and (iii) a C$10 million operating facility. The credit facilities are secured by the assets of the Company and its material subsidiaries.

The proceeds of the non-revolving term loan were used to partially finance the Acquisition. The Revolving Credit Facility may be used to fund any accrued liabilities in connection with the Acquisition and to fund working capital requirements and for general corporate purposes. The working capital will be used to fund working capital requirements and for general corporate purposes.

Pursuant to the agreed terms of the Credit Facilities, the Company initially borrowed a term loan of C$20 million at a prime closing rate (as defined in the Credit Agreement). The Loans will mature on April 14, 2029, and the Company may, at its discretion, repay the balance of the Borrowings at any time without penalty (subject to the applicable notice requirements under the Credit Agreement). A credit agreement includes customary positive and negative covenants and events of default or similar loans, including financial covenants.

Private placement with BAT

In connection with the Acquisition and concurrently with the closing of the Acquisition, the Company closed its previously announced Private Placement with BAT. Pursuant to the closing of the private placement, BAT acquired 1,152,800 common shares and 12,874,274 preferred shares of the Company on a private placement basis at C$3.00 per share for gross proceeds of C$42.08 and 3,568 preferred shares. C$2.335854 per share, subject to the exercise of certain existing top-up rights, for gross proceeds of C$23.12 million, for total gross proceeds of €40,287,080 (equal to C$65.2 million)4 (the “Private Placement Subscription Terms, February Subscription Terms1”). 2026 (“Subscription Agreement”). Proceeds from the subscription to the private placement were used to fund the cash portion of the Company’s cash holdings and related transaction costs.

Pursuant to the terms of the Subscription Agreement, the Shares issued at the closing of the Private Placement were allocated between Common Shares and Preferred Shares so that if the number of Common Shares owned by BAT or its subsidiaries, affiliates and any joint actors exceeds BAT’s maximum issuance threshold of 30% thereafter. the number of common shares to be issued pursuant to the closing, not exceeding a threshold of 30%, and the remaining shares to be issued as preferred shares (all more specifically stated in the Subscription Agreement).

Preference Shares are non-voting convertible preference shares of the Company which are convertible at BAT option without any additional consideration (subject to a 30% threshold). Preference shares are initially converted into Common shares on a one-for-one basis; provided, however, that the conversion rate shall accrue at a rate of 7.5% per annum from the initial date of issuance of such Preferred Stock until such time as the holders of the Preferred Stock beneficially own or control or control, directly or indirectly, their respective affiliates, associations, affiliates and any shares. 49.0% of the total number of common shares issued and outstanding.

Amended and Restated Investor Rights Agreement

In connection with the closing of the Private Placement, the Company and BAT entered into a second amended and restated investor rights agreement (the “Second Amended and Restated IRA”), which further amends and restates the prior investor rights agreement dated January 23, 2024 between the Company and BAT, among other things, providing for financing flexibility and providing for more flexible terms. with respect to certain provisions. A copy of the Second Amended and Restated IRA will be available on the Company’s profile on SEDAR+ on the SEDAR+ landing page and EDGAR home.

Consultants and consultants

In connection with the acquisition, the Company engaged EY for financial and tax advisory work and BMO Capital Markets to provide a fairness opinion on the consideration to be paid by the Company under the share purchase agreement. Goodmans LLP acted as Canadian legal counsel to the Company in connection with the Acquisition, the Loan Facility and the Private Placement. Hogan Lovells International LLP acted as German legal counsel in connection with the Company’s acquisition and McMillan LLP acted as US legal counsel in connection with the Company’s acquisition.

Sanity Group engaged its former CEO and Chief Investment and Strategy Officer, Max Narr, to assist in the management of the Acquisition, with Rothschild & Co acting as its exclusive financial advisor. Katharina Erbe (RSR / Season 5) and Patrick Biagosch (Biagosch Partner) acted as German legal counsel to Sanity Group, and McMillan LLP acted as Canadian legal counsel to Sanity Group. Stikeman Elliott LLP acted as Canadian legal counsel to BAT in connection with the private placement.

More information on acquisitions, private placements and credit facilities

For additional details regarding the Acquisition and the Private Placement, see the Management Information Circular dated February 23, 2026, the Share Purchase Agreement for the Acquisition and the Private Placement Subscription Agreement, copies of which are available on the SEDAR+ Company Profile on the SEDAR+ Landing Page and on the EDGAR Home Page. For additional details regarding the Credit Facilities, see the Credit Facilities, a copy of which is available on the Company’s profile on SEDAR+ on the SEDAR+ landing page and on EDGAR Home.

About Organigram Global Inc

Organigram Global Inc. is a NASDAQ Global Select Market and TSX-listed company whose wholly-owned subsidiary, Organigram Inc., is a licensed hemp grower and manufacturer of hemp-derived products in Canada. Through the acquisition of Collective Project Limited, Organigram Global participates in the cannabinoid beverage markets in the US and Canada. Organigram is focused on producing high-quality cannabis for adult consumers, as well as developing international business partnerships to expand the Company’s global footprint. Organigram has also developed and acquired a portfolio of cannabis brands including Edison, Big Bag O’ Buds, SHRED, SHRED’ems, Monjour, Tremblant Cannabis, Collective Project, Trailblazer, BOXHOT and DEBUNK. Organigram operates in Moncton, New Brunswick and Lac-Superior, Quebec, with a dedicated food manufacturing facility in Winnipeg, Manitoba. The company also operates two additional hemp processing facilities in Southwestern Ontario; one in Aylmer and the other in London. The Aylmer facility has best-in-class CO2 and hydrocarbon extraction capabilities and is optimized for formulation refinement, small cannabinoid post-processing and pre-roll production. The London facility will be optimized for labelling, packaging and national fulfillment. The Company is regulated by Health Canada under the Cannabis Act and the Cannabis Regulations (Canada).

Published by NCV Newswire

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