Choom Holdings Inc. and Phivida Holdings Inc. have entered into a definitive arrangement agreement dated June 2, 2020 pursuant to which Choom will acquire all of the issued and outstanding common shares of Phivida in exchange for common shares of Choom in an arm’s length all-share transaction valued at approximately $7.3 million.
Under the terms of the Arrangement Agreement, Phivida shareholders will receive 0.72566 of a Choom Share in exchange for each Phivida Share held based on $0.082 per Phivida Share, representing a 10% premium to the 20-day volume weighted average price of the Phivida Shares ending June 2, 2020, and based on a 20-day volume weighted average price of the Choom Shares for the same period, being $0.113 per Choom Share. Based on the closing price of the Phivida Shares on June 2, 2020, the Transaction results in an implied premium of approximately 20% per Phivida Share.
Upon completion of the Transaction, existing Choom and Phivida shareholders will hold approximately 78% and 22% of the pro forma company, respectively, on a fully diluted basis.
“The acquisition of Phivida will further Choom’s ability to deliver on our business plans and accelerate our growth initiatives, enabling our omni-channel strategy through enhanced digital capabilities, and an expanded brick-and-mortar presence across Canada,” said Corey Gillon, CEO of Choom. “The timing is ideal as we prepare to expand our retail footprint in Ontario, Canada’s largest market for cannabis sales, later this year, with several flagship locations already secured.”
David Moon CEO of Phivida, added: “Following an extensive evaluation of the Canadian cannabis market, we’re thrilled to partner with Choom and continue to execute on our digital growth strategy which will be complimentary to Choom’s brick and mortar retail store growth. By leveraging consumer data collected through our online websites and working with the Choom team to enhance in store analytics, we are well positioned to optimize our business for continued success.”
The Transaction is expected to enhance Choom’s strategy in becoming one of the dominant national retail players in the Canadian cannabis retail sector. More specifically, the Transaction is expected to:
Enhance Choom’s Leadership Position in Cannabis Retail: Leveraging Choom’s current brick and mortar retail presence with Phivida’s digital assets and branded product expertise, the combined company will benefit from a vertically integrated strategy focused on cannabis retail and consumer experiences.
Accelerate National Store-Roll out Program: Upon completion of the Transaction, Choom will leverage Phivida’s current assets, to accelerate the build-out of additional stores in Ontario and British Colombia. The combined company will further benefit from its deep relationships with prominent landlords to support future store growth at marquee locations.
Strengthen Choom’s Digital Strategy & Analytics: Choom will leverage Phivida’s digital assets and capabilities to enhance growth and consumer experiences in its retail stores by utilizing Phivida’s strong e‑commerce solutions and content-rich marketing platforms.
Enhance Scale and Access to Capital: The combined company will benefit from enhanced capital markets presence and a broader shareholder group with strengthened access to growth capital.
Bolster Management Team with Added Capabilities and Broader Stakeholders: The combined company will have blue-chip retail and branded product capabilities, digital and online expertise, countrywide geographical representation, and an aligned entrepreneurial spirit committed to creating one of the dominant national cannabis retailers in Canada.
Choom is a fast-expanding retail cannabis company who has established one of the largest store networks in Canada. The Choom brand is inspired by Hawaii’s “Choom Gang” – a group of buddies in Honolulu during the 1970’s who loved to smoke weed – or as the locals called it, “Choom”. Evoking the spirit of the original Choom Gang, our brand caters to the Canadian market with the ethos of ‘cultivating good times’. Choom is focused on delivering an elevated customer experience through our curated retail environments, offering a diversity of brands for Canadians across a national retail network. For more information, visit www.choom.ca.
Phivida Holdings Inc. is a CBD-centric holding group with assets in technology, publishing and consumer-packaged goods (CPG). Headquartered in Vancouver BC, with operations in San Diego, Toronto and Belgrade, Phivida produces a line of CBD-infused foods and beverages (OKI), and CBD topicals and supplements (VIDA+), in addition to managing and operating two CBD-related, online retail marketplaces under the brand names Bloomgroove and Wikala. Greencamp is Phivida’s online publication and knowledge center on CBD sector news. For more information, visit www.phivida.com.