High Tide to enter Germany through Remexian acquisition

Executive Summary

• High Tide Inc. has signed a definitive agreement to acquire a 51% majority stake in Remexian Pharma GmbH, a leading German medical cannabis importer and wholesaler, for a preliminary estimated purchase price of €27.2 million.
• The transaction is expected to add approximately $100 million in top-line revenue and significant EBITDA annually, leveraging High Tide’s Canadian procurement expertise to increase the share of Canadian cannabis imports into Germany.
• High Tide holds an option to acquire the remaining 49% interest within five years (exercisable after 24 months), with valuation based on trailing 12-month adjusted EBITDA multiples.

Key Details

• Transaction Structure: Acquisition of 51% equity interest in Remexian Pharma GmbH.
• Purchase Price: Preliminary estimated purchase price of €27.2 million (subject to closing adjustments).
• Enterprise Valuation: Implied enterprise valuation of €53.4 million (3.64065x annualized adjusted EBITDA from H1 2025).
• Consideration Breakdown:
  • 42% paid in High Tide common shares, priced at $2.1912 USD (VWAP for 10 trading days ending Aug 8, 2025).
  • 29% paid in cash.
  • 29% paid via seller loans maturing Dec 31, 2029, bearing 7% annual interest (paid quarterly), prepayable without penalty.
• Future Acquisition Options:
  • Call Option: High Tide may acquire the remaining 49% at any time for 5 years following the 24-month anniversary of closing.
  • Put Option: Remexian owners may put the remaining interest to High Tide during the same period.
  • Valuation for Options: Based on trailing 12-month adjusted EBITDA multiplied by 3.64065 (if exercised in first 12 months of option term) or 3.64065 (if exercised thereafter). Note: Text states "3.64065 if exercised thereafter" for both, implying a fixed multiple or potential typo in source, but extracted as written.
  • Payment Terms for Options: Combination of cash and shares at High Tide's discretion. Minimum cash payment is 40% for the call option and 30% for the put option. Minimum price for the call option is €15 million.
• Target Financials (Remexian):
  • Annualized revenue: €70 million (for six months ended March 31, 2025).
  • Annualized adjusted EBITDA: €15 million (for six months ended March 31, 2025).
  • Q2 2025 sales: 7 tonnes of cannabis flower (16% of Germany's total imports in that quarter).
• Market Context:
  • German medical cannabis patients rose from ~250,000 to ~900,000 in the past year.
  • Q2 2025 imports reached 43.3 metric tonnes (15% increase over Q1 2025).
  • Canada accounts for nearly half of Germany's imports (~36 tonnes in first six months of 2025).
• Closing Conditions: Subject to TSX Venture Exchange approval and customary closing conditions. Expected to close in the coming weeks.
• Share Restrictions: Any High Tide shares issued are subject to a statutory hold period of four months and one day.

Notable Quotes

• Raj Grover, Founder and CEO of High Tide: "Remexian is an ideal match for us -- not only in its commitment to discount pricing, but also in its operational approach, which mirrors our lowest price guarantee in Canada... Together, our complementary strengths and deep procurement expertise will create a stronger foundation for growth and further enhance the fundamentals of this business."
• Raj Grover: "With this highly accretive acquisition adding approximately $100-million in top-line revenue and significant EBITDA annually, we will meaningfully strengthen our financials, positioning us well to establish a strong foothold in Germany, which will serve as a springboard into other European markets in due course."
• Markus Wenner, Co-founder of Remexian: "We are truly energized by the strong synergy we've found with High Tide, whose impressive scale amplifies our impact in Germany... By combining one of Germany's largest cannabis distribution networks with High Tide's unmatched access to Canadian supply, we are setting the stage for unprecedented growth."