The acquisition was completed pursuant to the terms of the merger agreement previously announced by the company on June 25, 2021, pursuant to which High Tide USA Inc., a Nevada corporation and a wholly owned U.S. subsidiary of the company, has acquired 100% of the issued and outstanding shares of Daily High Club.
Pursuant to the terms of the acquisition, the total consideration to Daily High Club shareholders for all the issued and outstanding securities of Daily High Club is: 839,820 common shares of High Tide valued at U.S.$6.75 million on the basis of a deemed price per High Tide share of CAD$9.92, being equal to the volume weighted average price per High Tide share on the TSX Venture Exchange for the 10 consecutive trading days preceding the closing of the transaction; and U.S.$3.25 million in cash (collectively with the share consideration).
In connection with the closing, Daily High Club CEO Harrison Baum has joined the High Tide team as director of digital marketing to oversee all social media initiatives for High Tide globally.
The High Tide shares issued pursuant to the share consideration are subject to a statutory hold period of four months and one day. In addition, the High Tide shares having a value of 25% of the consideration will be held in escrow to insure certain indemnification obligations if claims arise.
Furthermore, High Tide granted 13,333 stock options to Baum, exercisable at CAD$9.39 per High Tide share for a period of three years.
Below are some details of the acquisition:
High Tide adds another top e-commerce platform to its portfolio which will now include three out of the top five most popular e-commerce platforms for consumption accessories globally totaling 91 million site visits in 2020, including 23 million associated with Daily High Club alone.High Tide gains access to Daily High Club’s over 15,000 subscription box members who are ideal customers for High Tide to potentially launch cannabis subscription boxes in the event of U.S. federal legalization.High Tide bolsters its online presence, by gaining access to Daily High Club’s almost 800,000 followers on Instagram and over 75,000 followers on TikTok.With over 1 million accessories sold under the Daily High Club name, High Tide adds a company to its portfolio with proven brand equity.Transaction is immediately accretive as Daily High Club generated U.S.$9.4 million in net revenue and U.S.$1.2 million in EBITDA during the 12 months ended April 2021.Pro forma for the acquisition, High Tide’s revenue run rate in the U.S. exceeds CAD$50 million.]]>