Deal Snapshot
Charlotte´s Web to Acquire Abacus Health Products to Expand Product Portfolio in Topicals Category
Wednesday 25 March 2020

Colorado, US-based cannabis company Charlotte's Web Holdings, Inc. (TSX: CWEB) (OTCQX: CWBHF), has agreed to acquire all issued and outstanding subordinate voting shares of Canada-based Abacus Health Products, Inc. (CSE: ABCS) (OTCQB: ABAHF), an over-the-counter topical products provider, the company said.
Under terms of the agreement shareholders of Abacus will receive 0.85 of a common share of Charlotte's Web for each Abacus Share held.
The Exchange Ratio implies a price per Abacus Share of CDN 4.39 (USD 3.04), for implied total equity consideration of approximately CDN 99 m (USD 68.5m).
This acquisition combines Charlotte's Web, a provider hemp-derived CBD wellness products, with Abacus, an OTC topical products provider, combining active pharmaceutical ingredients with hemp extract, to create the world's largest vertically integrated hemp-derived CBD company.
Since its inception in 2014, Abacus has focussed on becoming the leading practitioner and consumer choice for OTC topical medications with active pharmaceutical and natural ingredients, including a cannabinoid-rich hemp extract containing CBD.
Abacus currently distributes over 50 SKUs through approximately 12,000 unique doors and 16,500 health-care practitioners.
Combined with Charlotte's Web, the transaction will reinforce Charlotte's Web's leading position in the CBD market, and expand its existing topical offerings and presence in the key F/D/M channel.
Canaccord Genuity Corp. acted as financial advisor and DLA Piper (Canada) LLP acted as legal counsel to Charlotte's Web. Canaccord Genuity Corp. provided a fairness opinion to the board of directors of Charlotte's Web.
Greenhill and Co. Canada Ltd. acted as financial advisor and Osler, Hoskin and Harcourt LLP acted as legal counsel to Abacus. Greenhill and Co. Canada Ltd. provided a fairness opinion to the board of directors of Abacus.

Date Published: 25/03/2020