Village Farms International (“Village” or the “Company”) (NASDAQ: VFF), a leading vertically integrated greenhouse, farming and distribution company, announced today that it has entered into a definitive agreement to acquire 100% of Balanced Health Botanicals, a Colorado-based, vertically-integrated cannabis cultivator and processor.

Village Farms International Inc. has acquired 100% of the business and assets of Balanced Health Botanicals, a privately-held Canadian company that was founded by Dr. Neil Smith in 2000. The 100% acquisition will result in a $500,000 break-up fee payable to the former owner, and a $300,000 cash payment to the former shareholders of Balanced Health Botanicals. The acquisition will expand Village Farms’ existing facility in Delta, British Columbia, adding the same 500,000 square feet already owned by Village Farms International.

Village Farms International, Inc. (OTCQB:VFFIF) (the “Company” or “Village Farms”) today announced that it has completed its previously announced acquisition of 100% of the outstanding shares of Balanced Health Botanicals, LLC (“Balanced”), the Company’s wholly owned subsidiary that became a licensed producer of cannabis in Nevada on October 3, 2017. As one of the first regulated cannabis providers in the U.S., Village Farms intends to leverage its unique experience and proven expertise to help operate and grow Balanced’s business and cultivate cannabis products for the Nevada market.. Read more about vff and let us know what you think.

VANCOUVER, BC, Aug. 16, 2021 /CNW/ – Village Farms International, Inc. (“Village Farms” or the “Company”) (NASDAQ: VFF) (TSX: VFF) today announced that it has acquired a 100% interest in privately-held Colorado-based CBD-platform Balanced Health Botanicals (“Balanced Health”) in a transaction valued at US$75 million, which became effective today (“Closing Date”). Village Farms will gain immediate access to the US CBD market in a consumer products category adjacent to the high-THC cannabis market, as well as the broader consumer packaged goods (CPG) wellness arena, thanks to Balanced Health, which owns and operates one of the largest brands in the hemp-derived cannabidiol (CBD) market in the United States. Balanced Health is a successful company, and the purchase is anticipated to boost net profits immediately.

Balanced Health creates and offers CBD-based health and wellness products of the highest quality. Balanced Health has developed a broad portfolio of CBD and other cannabis products, including ingestible, edible, and topical applications, that are sold through e-commerce and brick and mortar retail channels, with an emphasis on quality and compliance. CBDistilleryTM (www.theCBDistillery.com), the company’s e-commerce platform, is a top-five US CBD brand1 and top-ranked web site in the CBD category, with over 30,000 monthly orders and a large recurring customer base. Balanced Health has control of the whole supply chain from seed to shelf, with seamless sourcing, manufacture, and sale of high-quality end goods in a range of forms and applications, thanks to its long-term relationships.

The Acquisition’s Highlights

  • Through a well-established, profitable business with top brand awareness, an established e-commerce platform (CBDistilleryTM), established retail channels, and a growing customer base, provides immediate access to the US retail CBD market, which is expected to grow to US$16 billion by 20252 (from US$4.7 billion in 20202).
  • Adds an experienced team and product categories to Village Farms’ consumer goods portfolio in the United States, with potential for growth across all cannabinoid products as permitted by current law, including a new route into the US high-THC cannabis market;
  • With a purchase price of US$75 million paid in cash and common shares of the Company equivalent to US$45 million to the sellers of Balanced Health, the transaction is immediately accretive to net income.
  • In 2022, yearly sales of more than $30 million are expected, with an annualized adjusted EBITDA margin of more than 15%; and,
  • Village Farms (and its wholly owned subsidiary, Pure Sunfarms, Canada’s premier supplier and brand) has the potential to add significant expertise to Balanced Health’s supply chain, including the potential to leverage Village Farms’ long-standing relationships as a produce supplier to its grocery and large-format retailers in the United States, as well as through additional investment in Balanced Health’s supply chain.

Management Commentary on Village Farms

“Hemp-derived CBD products, as well as other cannabidiol-based products, have been part of our holistic strategy focusing on high-value, high-growth plant-based consumer packaged goods possibilities in cannabis,” said Michael DeGiglio, CEO of Village Farms International. “Balanced Health is the right opportunity, at the right time, to take our next major step forward in anticipation of regulatory clarity that will propel the growth of this nascent market. As a well-established, profitable leader in the US retail CBD market, Balanced Health is the right opportunity, at the right time, to take our next major step forward in anticipation of regulatory clarity that will propel the growth of this nascent market. Balanced Health is a prudent way to invest in our cannabis strategy because it provides immediate profit growth, significant upside potential within the Balanced Health business, and multiple additional strategic opportunities to drive significant additional shareholder value over the medium and long term.”

“Most importantly, the addition of the Balanced Health platform provides us with another potential pathway to participate in the US high-THC cannabis market, should we be permitted to do so, which could allow us to enter the market more quickly, in advance of our plans to convert our more than 5.5 million square feet of high-tech greenhouse facilities in West Texas – one of the most favourable environments for cannabis cultivation in the world.”

Mr. DeGiglio ended by saying, “We are delighted to welcome Balanced Health’s excellent leadership and operational teams to the Village Farms family. They bring complementary skills and cannabis experience to the table, bolstering our capacity to meet our strategic goals. As we continue to expand our Firm and pursue our long-term goal of becoming a powerful, vertically integrated consumer packaged products company focusing on plant-based health and wellness, we look forward to utilizing their unmatched know-how and unique skill sets.”

Commentary on Balanced Health Management

Chase Terwilliger, Chief Executive Officer of Balanced Health Botanicals, stated, “We are thrilled to join forces with Village Farms, a worldwide leader in the cannabis and CBD sectors.” “Our nimble team has been working hard since 2016 to build not just a leading brand of which we are very proud, but also one that is really having a difference in the lives of customers by offering daily quality goods. While producing positive cash flow, we were able to attain and sustain a top-five market share1 in the CBD sector. We will be able to take the next stages in our growth plan as part of the Village Farms organization, with the potential for smart, return-focused investments to further increase our market share and create efficiency, all while maintaining profitability.”

“Village Farms is a perfect fit for Balanced Health, with a strong alignment of vision and values, allowing for unrivaled cooperation and a shared goal of becoming the market leader in every area we engage in. We remain committed to our retail partners and consumers, and we are sure that this purchase will help us fulfill their requirements even better.”

Purchase Price and Purchase Agreement

The consideration paid to the sellers of Balanced Health under the terms of the Acquisition Agreement is made up of US$30 million in cash, net of all of Balanced Health’s debt and transaction expenses, and 4,707,113 common shares of the Company, which are worth US$45 million based on the volume weighted average trading price on Nasdaq for the ten (10) trading days ending the day p. The common shares issued under the Acquisition Agreement will be subject to lock-up agreements, which will allow for the immediate trading of 25% of the shares received, subject to applicable securities laws, and the remaining 25% to be released for trading in three (3) equal installments of 25% every four (4) months. After the deal is completed, Balanced Health will have no debt.

Within 75 days of the Closing Date, the Company must file historical financial statements for Balanced Health, as well as unaudited pro forma combined financial statements of the Company as if the acquisition of Balanced Health had occurred on January 1, 2021, with the US Securities and Exchange Commission on Form 8-K/A.

Advisors

Village Farms’ legal counsel was Vicente Sederberg LLP and Torys LLP, and its finance adviser was Orient Point Partners LLC for this transaction.

Notes

1. Brightfield Group’s US CBD Mid-Year Report for 2021.

Brightfield Group is the second company.

Village Farms International, Inc. is a company based in the United States.

Village Farms combines decades of experience as a large-scale, vertically integrated, Controlled Environment Agriculture-based supplier for high-value, high-growth plant-based Consumer Packaged Goods opportunities with a strong foundation as a leading fresh produce supplier to grocery and large-format retailers across the US and Canada, as well as new high-growth opportunities in the cannabis and CPG industries.

Pure Sunfarms, the Company’s wholly-owned Canadian subsidiary, is one of the world’s biggest cannabis businesses, the lowest-cost greenhouse grower, and one of the most popular brands in Canada.

Balanced Health Botanicals, a wholly-owned subsidiary in the United States, is one of the country’s top CBD brands and e-commerce platforms. Village Farms intends to enter the US high-THC cannabis market via multiple strategies, subject to compliance with all applicable US federal and state laws and stock exchange rules, leveraging one of the country’s largest greenhouse operations (more than 5.5 million square feet in West Texas), as well as the operational and product expertise gained through Pure Sunfarms’ cannabis success in Cananda.

Village Farms is focusing its international efforts on a few emerging, legal cannabis and CBD markets that have substantial medium- and long-term potential, with an initial emphasis on Asia-Pacific and Europe.

A Word of Caution About Forward-Looking Information

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is subject to the safe harbor created by those sections. This news release also includes “forward-looking information” as defined by Canadian securities legislation. “Forward-looking statements” refers to both forward-looking statements and forward-looking information.  

Forward-looking statements in this press release relate to the Company’s and Balanced Health’s future outlook, financial position, and anticipated events or results, and may include statements about the Company’s and Balanced Health’s financial position, income, business strategy, budgets, expansion plans, litigation, projected production, expectations regarding the US retail CBD and high-THC cannabis markets, the effect that a legalization of CBD and high-THC cannabis in the United States, and the effect that a legalization of CBD and high-  

Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company or Balanced Health, the greenhouse vegetable industry and the cannabis industry and market are forward-looking statements. In some cases, forward-looking information can be identified by such terms as “outlook”, “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “try”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, “objectives”, or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts. The forward-looking statements in this press release are subject to risks that may include, but are not limited to: our operating history, including that of Balanced Health, Pure Sunfarms and our start-up operations of growing hemp in the United States; the legal status of Pure Sunfarms and Balanced Health cannabis business; risks relating to the integration of Balanced Health into our business; risks relating to obtaining additional financing, including our dependence upon credit facilities; potential difficulties in achieving and/or maintaining profitability; variability of product pricing; risks inherent in the cannabis, hemp, CBD, cannabinoids, and agricultural businesses; market position, ability to leverage current business relationships for future business involving hemp and cannabinoids, the ability of Pure Sunfarms to cultivate and distribute cannabis in Canada; existing and new governmental regulations, including risks related to regulatory compliance and regarding obtaining and maintaining licenses required under the Cannabis Act (Canada), the Criminal Code and other Acts, S.C. 2018, c. 16 (Canada) for its Canadian operational facilities), and changes in our regulatory requirements; legal and operational risks relating to expected conversion of our greenhouses to cannabis production in Canada and in the USA; risks related to rules and regulations at the US federal (Food and Drug Administration and United States Department of Agriculture), state and municipal levels with respect to produce and hemp, cannabidiol-based products commercialization; retail consolidation, technological advances and other forms of competition; transportation disruptions; product liability and other potential litigation; retention of key executives; labor issues; uninsured and underinsured losses; vulnerability to rising energy costs; environmental, health and safety risks, foreign exchange exposure, risks associated with cross-border trade; difficulties in managing our growth; restrictive covenants under our credit facilities; natural catastrophes; the ongoing and developing COVID-19 pandemic; and tax risks.

These forward-looking statements are based on the Company’s beliefs and assumptions regarding future events and financial trends that it thinks will have an impact on its financial situation, results of operations, business strategy, and financial requirements. Although the forward-looking statements in this news release are based on assumptions that management thinks are reasonable based on current information, there can be no guarantee that actual outcomes will match these forward-looking statements. Forward-looking statements inherently contain known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results, performance, achievements, prospects, and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. The factors included in the Company’s filings with securities authorities, including this news release, are among the risks and uncertainties. We warn you, in particular, that our forward-looking statements are susceptible to changing circumstances linked to the COVID-19 pandemic, which may have a significant negative impact on our company, operations, and future financial performance.

The Company warns readers not to put excessive reliance on forward-looking statements when making decisions, as they are subject to substantial risks and uncertainties and should not be construed as assurances of future results, performance, accomplishments, prospects, or opportunities. The forward-looking statements in this news release only apply to events or information that occurred as of the date on which the comments were made. Except as required by law, the Company disclaims any responsibility to update or modify any forward-looking statements after the date on which they were made, whether as a result of new information, future events, or otherwise, or to reflect the occurrence of unexpected events. 

Village Farms International, Inc. is the source of this information.

Village-Farms-International-Acquires-100-of-Balanced-Health-Botanicals

For further information, contact Lawrence Chamberlain, LodeRock Advisors’ Investor Relations Manager, at (416) 519-4196 or [email protected]

www.villagefarms.com

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