UNRV - Unrivaled Brands Announces Non-Binding Letters of Intent For a Significant Acquisition and Provides Stockholder Update | Benzinga
SANTA ANA, Calif., Nov. 16, 2023 (GLOBE NEWSWIRE) -- Unrivaled Brands, Inc. (OTCQB:UNRV) ("Unrivaled," "Unrivaled Brands," "Company," "we" or "us"), a cannabis company with operations throughout California, announced today that it has entered into various Non-Binding Letters of Intent ("Letters of Intent"), by and among the Company, an entity formed for the purpose of effectuating the roll-up of various cannabis assets ("Roll-Up Co."), and various cannabis entities and operators with operations throughout California (the "Operators").
The Letters of Intent outline the general terms and conditions of a proposed transaction pursuant to which, following a contribution of all assets by the Operators to Roll-Up Co. (the "Roll-Up"), the Company will acquire Roll-Up Co. in exchange for shares of common stock of the Company (the "Acquisition," and together with the Roll-Up, the "Proposed Transaction"). Currently, the Operators who are party to the Letters of Intent include 11 operating retail dispensary entities, 4 cultivation operations, and 1 manufacturing facility which includes a commercial kitchen and distribution hub.
On the heels of our recent announcement of a proposed corporate reorganization (as further described below) and reverse stock split, the Company wishes to update our stockholders on these changes and our ongoing efforts to foster growth, including through the Proposed Transaction, given the Company's current resources.
On October 10, 2023, the Company announced its plans to undergo a corporate reorganization in which a newly-formed Delaware holding company, Blum Holdings, Inc. ("Blüm"), would become the ultimate parent of the Company and its subsidiaries (the "Reorganization"). The objectives of the proposed Reorganization include (i) to provide the Company with greater organizational, operational, and financial flexibility in our restructuring and turnaround efforts, (ii) to position the Company to leverage potential positive developments in the cannabis industry, particularly with the possible changes in cannabis legislation during a Presidential election year (including (a) the potential rescheduling of cannabis from Schedule 1 to Schedule 3, which would eliminate taxes associated with Section 280E of the Internal Revenue Code and could free up the Company's cashflows and possibly lead to increased valuations, and (b) the potential passage of the SAFER Banking Act and/or the MORE Act, either or both of which could result in the opening of NASDAQ to plant touching US-based cannabis companies), (iii) to prepare the Company for the Proposed Transaction contemplated by the non-binding Letters of Intent which aims to diversify our asset base and drive growth in 2024, (iv) to allow the Company to take advantage of historically low valuations of nonpublic cannabis assets, and (v) to elevate our position among US-based publicly traded cannabis companies, increasing investor awareness, and enhancing media coverage and visibility.
The Company is pleased to announce the execution of the non-binding Letters of Intent, which would involve the acquisition of a collection of California-based assets that the Company believes could generate between $60,000,000 and $80,000,000 in total combined revenue annually post Roll-Up, based on current run rates of the Operators and the Company.
The Company is conducting a diligence review of each Operator, which the Company expects will assist in determining the Operators that will enter into definitive agreements for the Proposed Transaction as well as provide information on the economics and amount of consideration to be paid for the assets.
Each of the parties' obligations to close the Proposed Transaction will be subject to customary conditions and any other conditions agreed to by the parties to be included in the definitive agreements for the Proposed Transaction, including but not limited to the receipt of all necessary approvals and consents required by each party to complete the Proposed Transaction.
No assurances can be made that the Company will successfully negotiate and enter into definitive agreements for the Proposed Transaction or ...