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EDMONTON, May 20, 2020 /CNW/ – PRESS RELEASE – Aurora Cannabis Inc., a Canadian licensed producer, and Reliva, LLC, a hemp-derived CBD products company in the United States, have announced that they have entered into an agreement  pursuant to which Aurora will acquire all of the issued and outstanding membership interests of Reliva. Under the terms of the agreement, members of Reliva will receive approximately US$40 million of Aurora common shares.  The transaction also includes a potential earn-out of up to a maximum of US$45 million payable in Aurora shares, cash or a combination thereof, over the next two years contingent upon Reliva achieving certain financial targets. The structure of the earn-out is designed to align risk and reward between Aurora shareholders and Reliva management to focus on continued strong operational and financial execution. The transaction is expected to close, subject to customary closing conditions, in June 2020. It is anticipated that the transaction will be immediately accretive to Aurora on an Adjusted EBITDA basis, consistent with Aurora’s objective to drive towards Adjusted EBITDA profitability in its fiscal first quarter of 2021.

The transaction will combine Aurora’s Canadian recreational brands, and Canadian and European medical market position with the U.S. hemp-derived CBD brand in retail stores. Consistent with the announcement of Aurora’s business transformation plan in February 2020, the company has aligned its U.S. investment strategy with the goals of the transformation plan, namely: financial discipline, operational focus, and strong execution. The transaction represents the culmination of a multi-month strategic evaluation of the U.S. hemp-derived CBD industry. Reliva stood out among a lengthy list of potential partners for its: (1) focus on regulatory, testing and compliance protocols; (2) proven management team with extensive experience selling and marketing regulated consumer packaged goods; (3) deep relationships with critical trade partners that provide a U.S. national distribution footprint; and (4) financial discipline and track record of growth and profitability. Together with Reliva, Aurora is expected to be positioned as a meaningful player in the United States, the world’s largest cannabinoid market.

“Together, Aurora and Reliva will partner to create an international cannabinoid leader that we believe can deliver robust revenue and profitable growth,” said Michael Singer, Executive Chairman and Interim CEO of Aurora. “We have taken the time necessary to carefully assess the company’s entry into the U.S. market and we firmly believe that the combination with Reliva will create significant long-term value as Reliva provides us options to grow in hemp-derived CBD internationally. Similar to Aurora, Reliva has a strong entrepreneurial spirit and successful track record of transforming categories and creating growth brands. We welcome Miguel Martin and his team to Aurora, and look forward to the opportunity to increase our operating scale, international reach, and product and brand diversity as we drive to Adjusted EBITDA profitability. We plan to capitalize on each company’s market leadership and sales infrastructure to drive higher revenue growth than either company could independently accomplish.”

Miguel Martin, CEO of Reliva, commented, “We’re excited to join Aurora’s leading platform as we combine our highly complementary businesses and brands to build an even stronger company for future international success. We were fortunate enough to be able to choose our long-term partner and believe this partnership provides a significant opportunity to accelerate sales growth for Reliva in the United States and internationally. I am particularly pleased about the benefits that this combination will have for current and future trade partners. With the assistance of Aurora, we believe enhancements to Reliva’s innovation, consumer insights and marketing systems will allow our portfolio of hemp-derived CBD products to become even more attractive to retailers and consumers in this exciting new category.”

Key Strategic and Financial Highlights:

The transaction will create a large and diversified pure-play international cannabinoid company. Aurora believes the combination will provide the following strategic and financial benefits:

• Immediately Accretive to Aurora Shareholders: Transaction is aligned with Aurora’s business transformation plan announced in February 2020 and provides immediate benefit to Aurora’s objective to achieve Adjusted EBITDA profitability in the first quarter of fiscal 2021
• Reliva has generated positive EBITDA in the last 12 months ended March 2020
• Transaction is expected to be Adjusted EBITDA accretive to Aurora shareholders in fiscal 2020 and fiscal 2021
• Reliva is debt free
• No capital expenditures or additional working capital investment is currently required
• Addition of Experienced Management Team: The transaction will add a talented U.S. management team, with strong international consumer packaged goods backgrounds and a proven track record of growth, to the core Aurora team
• Management has 40+ years of experience in sales and marketing of regulated consumer packaged goods led by Miguel Martin, a 25 year CPG veteran
• Martin is the former President and General Manager of Logic Technology, one of the largest manufacturers of electronic cigarettes
• Martin is also the former Senior Vice President and General Manager of Altria Sales & Distribution
• Upon closing of the transaction, Reliva’s management team will remain in place with Miguel Martin continuing on as President of Aurora USA, and joining the Executive Leadership Team of Aurora, reflecting his commitment and belief in the future success of the combined company
• Reliva’s culture is deeply rooted in operating in highly regulated industries and producing and marketing products with high degree of testing and compliance
• Creation of the Leading Global Cannabinoid Platform: The combined company will have a leadership position in the global medical and Canadian recreational cannabis markets along with a leading market position in hemp-derived CBD in the U.S.
• CBD opportunity expected to be as large as US$24 billion at retail in 2025, according to the Brightfield Group
• Reliva ranked #1 in topicals and #2 overall market share according to IRI with product availability in over 20,000 retail locations and via e-commerce
• Creates opportunity to leverage Reliva’s leading U.S. brand position into international markets
• Only CBD company in the three largest U.S. wholesale distributors
• Contracts with leading retailers including 8 of the top 20 national convenience store chains
• Positions Reliva at the forefront of the growing sports category supporting Aurora’s UFC partnership
• Marketing assets afforded to Aurora through the UFC partnership may eventually support awareness of Aurora/Reliva CBD products
• Combines Aurora’s best-in-class scientific and product innovation expertise with Reliva’s nation-wide distribution footprint and speed to market experience:
• Portfolio of high quality, rigorously tested and compliant hemp-derived CBD product formats
• Leverage Aurora’s existing scientific expertise to further advance cannabinoid product innovation

Advisors

Cowen served as exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel to Aurora. Saul Ewing Arnstein & Lehr LLP acted as legal counsel to Reliva.