Atlas Global Brands signs two binding LOIs to acquire two pharmacies in Israel
March 8, 2023 By Grow Opportunity Staff
(Globe Newswire) Edmonton — Atlas Global Brands Inc., a cannabis company with expertise across the value chain, through its Israeli subsidiary, has entered into binding letters of intent (LOIs), each dated March 2, 2023, pursuant to which the company will indirectly acquire 70 per cent and 51 per cent of the outstanding securities of two cannabis pharmacies in Israel.
Each of the pharmacies to be acquired are licensed to dispense medical cannabis. Pharmacy 1 is located in Tel Aviv and Pharmacy 2 is located in Jerusalem. These pharmacies were specifically designed to sell and distribute cannabis. Completion of the proposed transactions will expand Atlas’ retail presence in Israel thereby advancing its vision of becoming a premium supplier of medical cannabis in the Israeli market.
“Our mission at Atlas Global has always been to improve access to high-quality services and products, by increasing our footprint. With these acquisitions, we will be one step closer to achieving that goal. Atlas remains committed to ensuring a seamless transition for these pharmacies’ patients and personnel, while leveraging our expertise to enhance their offerings and provide an even better customer experience.” — Bernie Yeung, CEO, Atlas Global
Terms of the proposed acquisitions
Under proposed transaction 1, Atlas will indirectly acquire a 70 per cent interest in Pharmacy 1 for NIS 1,300,000 (equivalent to approximately CAD $485,000), payable at closing.
Atlas, pursuant to proposed transaction 2 shall indirectly acquire a 51 per cent interest in Pharmacy 2 for 1,132,000 Atlas shares valued at a deemed price of CAD $1.00 per share, payable at closing.
Each of proposed transaction 1 and proposed transaction 2 will include a put option pursuant to which the vendors will be entitled, upon subject to satisfaction of yet-to-be determined conditions to sell the remaining 30 per cent and 49 per cent interest to the company, at a price based on yet-to-be determined financial results.
The final structure of the proposed transactions shall be determined by the parties subsequent to the receipt of tax, corporate, and securities law advice.
The proposed transactions are subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the CSE, completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into a definitive agreement, among other conditions. The parties intend to enter into a definitive agreement regarding the proposed transactions by March 31, 2023, or such other date as may be agreed to by the vendors and the company.
The proposed transactions are arms-length transactions for the company and will not constitute a fundamental change or result in a change of control of the company within the meaning of the policies of the CSE. No finder’s fees are payable in connection with either of the proposed transactions.
The proposed transactions are expected to close in the last quarter of the fiscal 2023 transition year, following the completion of the due diligence process and satisfying conditions precedent.
Upon entering into the definitive agreement, the company intends to issue a further press release which will disclose the finalized terms of the transaction.
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