MINNEAPOLIS — Vireo Growth Inc. entered four definitive agreements to acquire FarmaceuticalRx LLC, FarmaceuticalRx 2 LLC, CAOH LLC, and Canoe Hill Ohio LLC in transactions valued collectively at approximately $208 million.
The businesses include eight dispensaries, a cultivation and processing facility, and related owned and leased real estate in Ohio. Vireo expects to issue approximately 11 million subordinate voting shares in three tranches, subject to customary adjustments. Up to 25 percent of the shares issued to sellers may be clawed back if specified performance conditions are not met.
Vireo Chief Executive Officer John Mazarakis is a seller in the CAOH transaction and has an equity interest in the company. Vireo said he disclosed the conflict and recused himself from board deliberations and voting on the acquisitions.
The CAOH purchase constitutes a related-party transaction. Vireo plans to rely on exemptions from formal valuation and minority-shareholder approval requirements, and the four transactions are not expected to require shareholder approval.
The acquisitions are expected to close in the fourth quarter, subject to regulatory approvals and customary closing conditions.
