iAnthus Capital Holdings, Inc. (OTCQX: ITHUF) agreed to acquire MPX Bioceutical Corporation (OTC:MPXEF) in an all-stock transaction with offered equity consideration to MPX shareholders valued at C$835 million The agreement represents the first public to public merger transaction in U.S. cannabis history.
“This is a watershed moment for iAnthus, as we nearly double the size of our national footprint in the United States. iAnthus will be uniquely positioned for success on the U.S. East Coast, while solidifying our cultivation and retail presence with the additions of California, Nevada, Maryland and Arizona,” said Hadley Ford, CEO of iAnthus. “Since its inception, iAnthus has been strategically focused on building scale, and this announcement crystallizes our positioning as one of the largest multi-state operators in North America.”
MPX shareholders will receive 0.1673 common shares of iAnthus for each common share of MPX held or approximately C$1.28 per MPX common share, a premium of 30.6% based on the closing price of iAnthus and MPX common shares on October 17, 2018. In addition, each MPX shareholder will receive common shares of the newly formed MPX International which will hold all of the non-U.S. businesses of MPX. MPX International will apply to list on the Canadian Securities Exchange with the listing to occur contemporaneously with closing of the transaction.
The combined company, excluding MPX International, will include operations and cannabis licenses in 10 states that will permit iAnthus to operate 56 retail locations and 14 cultivation/processing facilities. As a result of the transaction, iAnthus will add retail and/or production capabilities in Arizona, Maryland, Nevada, California and Massachusetts. These additional licenses complement iAnthus’ existing assets in New York, Florida, Massachusetts, Vermont, Colorado, and New Mexico, forming super-regional footprints in both the eastern and western United States.
“MPX is committed to providing the strongest value possible to our shareholders, and we feel that working with a best-in-class operator like iAnthus provides us with the best opportunity to achieve that goal,” said Scott Boyes, Chief Executive Officer of MPX. “The nascent U.S. cannabis market is still in a land-grab phase, and we feel that our footprint when combined with iAnthus, provides our investors with the strongest possible exposure to this explosive marketplace.”