Organigram completes Sanity Group acquisition for €107.3 million
Organigram Global Inc. (NASDAQ: OGI) (TSX: OGI) completed its acquisition of Sanity Group GmbH for an upfront purchase price of €107.3 million, consisting of €78.0 million in cash and €29.3 million in share consideration.
The cannabis company also closed a private placement financing with BAT DE Investments Inc., a subsidiary of British American Tobacco, for gross proceeds of €40.3 million and secured credit facilities of up to C$60 million with ATB Financial.
Sanity Group operates as a cannabis company across Germany, Switzerland, the United Kingdom, Poland and Czechia, with business segments including medical cannabis, recreational pilot programs, and wellness products.
Under the acquisition terms, former Sanity shareholders are eligible for additional earnout consideration of up to €113.8 million based on the company's financial performance during the 12-month period ending April 1, 2027.
The share consideration involved issuing 3,146,195 common shares to former Sanity shareholders and 12,638,228 non-voting Class A convertible preferred shares to BAT at €1.8547 per share.
ATB Financial provided loan facilities consisting of a C$20 million non-revolving term facility, C$30 million revolving credit facility, and C$10 million operating facility. The facilities mature on April 14, 2029.
BAT acquired 1,152,800 common shares and 22,771,630 preferred shares through the private placement at prices of C$3.00 and C$2.34 per share respectively.
Max Konrad Narr was appointed to Organigram's board of directors in connection with the transaction closing.
The acquisition was funded partly through Organigram's Jupiter strategic investment pool, which was established in 2024 with BAT funding for international growth initiatives.
