M&A - Vireo Growth Inc.

Form Type: DEFM14C

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000114036125009815

Filing Summary: On March 21, 2025, Vireo Growth Inc. filed a definitive Information Statement to inform shareholders about key corporate actions approved by written consent. The actions include the approval of multiple mergers: with Deep Roots Holdings, Inc., Proper Holdings, LLC, and WholesomeCo, Inc. Each merger entails the issuance of Subordinate Voting Shares as consideration at a deemed price of $0.52 per share, along with potential earn-out payments based on performance metrics. A total of 19,000,000 time-based and performance-based restricted stock units (RSUs) have also been granted to the company's CEO and CFO. The written resolutions were executed on March 19, 2025, and the corporate actions will be effective no earlier than April 10, 2025, following a 20-day notice period to shareholders of record as of February 6, 2025. The total closing consideration for the mergers includes approximately $288 million in stock, which translates to the issuance of over 500 million Subordinate Voting Shares to the respective equity holders of the merged entities.

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Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925026121

Filing Summary: On March 14, 2025, Vireo Growth Inc. entered into amendments to merger agreements with various entities, including Vireo PR Merger Sub Inc., Deep Roots Holdings, and WholesomeCo. These amendments specify that no additional shares will be issued during the mergers except for the conversion of existing shares. The amendments also modify the calculation of earn-out payments for stakeholders based on performance metrics, ensuring a base value of US$37.5 million or multipliers of Arches' revenue up to a specified cap. Key provisions require the forfeiture of shares based on certain performance criteria, which have been slightly altered to lessen the stakes for recipients. On March 19, 2025, a majority of shareholders approved the transactions and issued shares at a deemed price of $0.52 as part of the merger considerations. Additionally, substantial restricted stock units (RSUs) were granted to executives as part of compensation.

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Form Type: PREM14C

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000114036125008065

Filing Summary: Vireo Growth Inc. has filed a preliminary information statement to notify its shareholders of several corporate actions approved by written consent. The major actions include the execution of merger agreements with Deep Roots Holdings, Proper Holdings, and WholesomeCo, commonly referred to as the Mergers. These transactions will result in Vireo issuing Subordinate Voting Shares as consideration to shareholders of the merging companies, with an estimated value of $127,524,800 for Deep Roots, $92,620,242 for Proper, and $67,884,330 for Wholesome. Additionally, the document outlines the grant of restricted stock units to executives, including 19,000,000 RSUs for CEO John Mazarakis and 9,500,000 RSUs for CFO Tyson Macdonald, subject to shareholder approval. The written resolutions for these actions signify a governance decision by over 50% of voting shareholders, thereby circumventing a conventional meeting process. The document also notes various regulatory and operational conditions that must be met for the mergers to consummate. The Company emphasizes that this is informational material for shareholders rather than a request for their approval.

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Form Type: PRE 14C

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000114036125007601

Filing Summary: Vireo Growth Inc. filed a Preliminary Information Statement to inform shareholders about several corporate actions approved by written consent, including mergers with Deep Roots Holdings, Inc., Proper Holdings, LLC, and WholesomeCo, Inc. The mergers involve issuing subordinate voting shares as consideration to the respective stockholders at a deemed price of $0.52 per share, potentially supplemented by earnout payments based on future performance. Additionally, the approved actions included grant of significant time-based and performance-based restricted stock units (RSUs) to the executives. The written resolutions were executed by shareholders of over 50% voting power, satisfying the Canadian Securities Exchange policy requirements for such approvals. These mergers aim to enhance Vireo's business operations in the cannabis industry and are set to become effective twenty days after the information statement is mailed to shareholders, with previous actions relating to the acquisitions and necessary filings highlighted throughout the document.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131371

Filing Summary: On December 18, 2024, Vireo Growth Inc. entered into merger agreements for business combinations with Deep Roots Holdings, Inc., Proper Holdings Management, Inc., and WholesomeCo, Inc. Each merger is an all-share transaction, with no contingencies on the completion of the other mergers. The estimated consideration for each merger is based on multiples of 2024 Reference EBITDA, with a share price reference of $0.52 for the Company’s subordinate voting shares. Earnout payments may be made post-2026 based on performance metrics. Each merger agreement includes provisions for clawbacks of up to 50% of upfront consideration under specific performance conditions. Lock-up agreements will apply for up to 33 months for stockholders of the merging companies. A Schedule 14C information statement will be prepared for stockholder approval of share issuances resulting from the mergers, expected to be approved by written consent.

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