Vireo Growth Updates Hawthorne Acquisition Terms

Vireo Growth Inc. provided an update on its previously announced non-binding memorandum of understanding with The Scotts Miracle-Gro Company to acquire The Hawthorne Gardening Company LLC. The Hawthorne Transaction contemplates Vireo acquiring Hawthorne with at least US$35 million of cash plus approximately US$50 million of net working capital.

The contemplated consideration also includes approximately US$20 million of inventory, comprised mostly of soil, to be supplied to Vireo over two years. In exchange, Vireo would issue 206 million subordinate voting shares and warrants to purchase 80 million shares at an exercise price of US$0.85 per share, exercisable for five years.

Vireo also plans to appoint ScottsMiracle-Gro EVP Chris Hagedorn to its board following completion and shareholder approval, with the transaction subject to definitive agreements and regulatory approvals.