Curaleaf to acquire Virginia assets from Cannabist

Executive Summary

• Curaleaf Holdings Inc. has entered into a binding agreement to acquire The Cannabist Company's Virginia assets, including a fully operational cultivation facility, five retail dispensaries, and the right to open one additional dispensary.
• The transaction is subject to a 15-business-day go-shop period ending on December 22, 2025, during which Curaleaf may receive a $3.3 million break-up fee if a competing bid is accepted or if noteholder consent is not obtained.
• Curaleaf anticipates the transaction closing in the first quarter of 2026, assuming all closing conditions are met.

Key Details

• Transaction Structure: Binding commitment to acquire specific assets of The Cannabist Company located in Virginia.
• Assets Acquired:
  • One fully operational cultivation facility.
  • Five retail dispensaries.
  • Right to open one additional dispensary.
• Closing Timeline: Anticipated to close in the first quarter of 2026, subject to closing conditions.
• Go-Shop Period:
  • Duration: 15 business days.
  • End Date: December 22, 2025, at 11:59 p.m. Eastern Time.
• Break-Up Fee: Curaleaf is entitled to a $3.3 million break-up fee plus associated expenses up to $350,000 if:
  • A competing bid for the Virginia assets is accepted during the go-shop period.
  • The Cannabist fails to receive noteholder consent for the transaction.

Notable Quotes

• No direct quotes from executives were included in the provided text.