High Tide closes buy of 51% of Remexian for 26.4M euros

Executive Summary

• High Tide Inc. has completed the acquisition of a 51% majority stake in Remexian Pharma GmbH, marking its entry into the European cannabis market.
• The transaction carries an estimated purchase price of €26.4 million, with a final valuation to be determined within 30 days based on the closing balance sheet.
• High Tide retains a five-year option to acquire the remaining 49% stake, exercisable after 24 months, alongside a corresponding put option for the sellers.

Key Details

• Transaction Structure: Acquisition of 51% equity interest in Remexian Pharma GmbH.
• Total Estimated Purchase Price: €26.4 million (subject to final closing balance sheet adjustments within 30 days).
• Enterprise Valuation: Implied enterprise value of €53.4 million, representing 3.64065x annualized adjusted EBITDA for the six months ended March 31, 2025.
• Consideration Breakdown:
  • Cash: €7.65 million paid at closing.
  • Seller Loan: €7.65 million provided to sellers, maturing December 31, 2029, bearing 7% annual interest (paid quarterly), prepayable at any time without penalty.
  • Equity: 5,864,373 High Tide shares valued at €11.1 million.
    • Deemed price: $2.1912 USD per share (VWAP of High Tide shares on Nasdaq for the 10 trading days ending August 8, 2025).
    • Hold Period: 4 months and 1 day.
• Call Option (High Tide):
  • Right to acquire remaining 49% at any time after 24 months for a period of five years.
  • Valuation multiple: 4x trailing 12-month adjusted EBITDA if exercised in the first 12 months of the option term; 3.64065x if exercised thereafter.
  • Minimum price: €15 million.
  • Payment terms: Combination of cash and shares at High Tide's discretion; minimum cash payment of 40%.
• Put Option (Sellers):
  • Right to sell remaining 49% to High Tide.
  • Valuation multiple: 3.64065x trailing 12-month adjusted EBITDA.
  • Payment terms: Combination of cash and shares at High Tide's discretion; minimum cash payment of 30%.
• Regulatory Status: Conditionally approved by the TSX Venture Exchange; awaiting final approval.

Notable Quotes

• "Today marks a transformational moment in High Tide's journey as we officially plant our flag in Europe. With the closing of this majority acquisition of Remexian, High Tide is no longer just a Canadian success story. We are now a global cannabis company with real scale in Europe's largest federally regulated market," said Raj Grover, founder and chief executive officer of High Tide.
• "This transaction not only diversifies our revenue base beyond Canada but also creates a clear runway for expansion across Europe's regulated cannabis markets. With our proven track record of disciplined growth and free cash flow generation, we believe this acquisition positions High Tide for long-term global leadership," added Mr. Grover.