Curaleaf’s $285 Million Acquisition of EMMAC Life Sciences Limited

Memery Crystal and Collas Crill advised Curaleaf on the UK aspects of its proposed $285 million acquisition of Europe’s leading cannabis cultivator EMMAC Life Sciences, advised by Hill Dickinson. Torys LLP advised Canaccord Genuity as financial advisor to EMMAC Life Sciences Limited.

On March 9, 2021, Curaleaf Holdings, Inc. announced that it signed a definitive agreement to acquire EMMAC Life Sciences Limited, the largest vertically integrated independent cannabis company in Europe, for base consideration of approximately US$286 million to be paid 85% in Curaleaf subordinate voting shares and 15% in cash.

Contingent consideration of up to US$57 million will be paid in Curaleaf subordinate voting shares and cash in the same ratio based upon the successful achievement of performance milestones.

The proposed transaction provides Curaleaf with a developed platform for entry into the European cannabis market.

The acquisition is a huge milestone for the European cannabis market. The two leading companies combined, create a global platform that is poised to exploit the rapid pace of growth of the European cannabis market, especially in the potential shift from medical to more consumer-oriented.

Curaleaf is the most successful cannabis-based, consumer-oriented company in the U.S. In acquiring EMMAC, they have access to a wealth of local market experience, and supply and distribution partnerships throughout Europe. As consumer and political liberalisation trends increase, the winning combination of Curaleaf and EMMAC will undoubtedly create the largest operator on a revenue and a footprint basis around the globe.

The Memery Crystal team was led by CEO and head of cannabis Nick Davis (Picture), and included corporate partner Kieran Stone, director Mark O’Donnell and solicitor Alex Heron. Employment support was provided by the head of employment Stephen Ravenscroft and senior associate Mark Rose.

The Collas Crill team comprised of Partner Paul Wilkes and Senior Associate Gareth Morgan.

The Torys team included John Emanoilidis and Daniel Masliyah (corporate/M&A).

Michael Bennett, London head of corporate, and senior associate Jack Delaney led the Hill Dickinson team and were supported by associate Natalia Fryda, trainee solicitors Emily Rawlins and Amelia Chung, and paralegal Henry Schoen.

Involved fees earner: Gareth Morgan – Collas Crill; Paul Wilkes – Collas Crill; Michael Bennett – Hill Dickinson; Jack Delaney – Hill Dickinson; Natalia Fryda – Hill Dickinson; Nick Davis – Memery Crystal; Alexandra Heron – Memery Crystal; Mark O’Donnell – Memery Crystal; Stephen Ravenscroft – Memery Crystal; Mark Rose – Memery Crystal; Kieran Stone – Memery Crystal; John Emanoilidis – Torys LLP; Daniel Masliyah – Torys LLP;

Law Firms: Collas Crill; Hill Dickinson; Memery Crystal; Torys LLP;

Clients: Canaccord Genuity; Curaleaf Holdings, Inc; EMMAC Life Sciences;

Author: Federica Tiefenthaler