Sale of MA Cannabis Cultivator-Dispensary to National Firm is Worth Watching as Industry Consolidation Ensues

By Benjamin L. Rackliffe

January 22, 2019

Cannabis industry watchers can expect that the tale of New England Treatment Access (NETA) – one of Massachusetts’ first registered marijuana dispensaries and a predominant player in the Commonwealth’s burgeoning recreational marketplace – leading to its sale to a national company will be duplicated in the New England region.

As the storyline goes, investors work to establish a cultivation and dispensary, obtain licensure, and then sell to and consolidate with a larger, oftentimes, a national firm within the cannabis space. The cycle has already played out and will continue in more established state-sanctioned markets such as California, Oregon, Washington State and Nevada. In the case of NETA, Georgia-based Surterra Wellness, a cannabis firm that operates over 20 cannabis facilities in various locations, has agreed to acquire NETA through a combination cash and stock transaction.

Industry consolidation is becoming commonplace.  While cannabis operators work within jurisdictional silos given state-specific laws and regulations, industry experts see increased value in undertaking corporate “roll-ups” to increase market presence and branding on a national basis, while allowing for needed funding to complete facility buildouts and physical expansions. Such transactions are also appealing for the long-term game – national legalization – which has already come to fruition in other nations. The best example to date is Canada’s cannabis industry.

However, corporate roll-ups come with certain risks. Proper structuring of the deal requires experience in corporate law and regulatory arenas to ensure the process goes smoothly and that interests are adequately protected. Moreover, due diligence is advisable in such a transaction, including by the company targeted for acquisition. The due diligence process will confirm the value of the consolidation and protect company and investor interests once the acquisition has been approved by the proper regulatory bodies and consummated. Experienced legal counsel is, therefore, a virtual necessity. PLDO Partner Benjamin L. Rackliffe, who is a leading authority on licensing, compliance and regulatory law in the cannabis industry in New England and multiple other states, has successfully advised investors and owners of cannabis facilities. He is available to provide counsel on corporate roll-ups and other legal issues regarding business matters in the cannabis industry. He can be reached at 401-824-5100 or email brackliffe@pldolaw.com.

Disclaimer: This blog post is for informational purposes only. This blog is not legal advice and you should not use or rely on it as such. By reading this blog or our website, no attorney-client relationship is created. We do not provide legal advice to anyone except clients of the firm who have formally engaged us in writing to do so. This blog post may be considered attorney advertising in certain jurisdictions. The jurisdictions in which we practice license lawyers in the general practice of law, but do not license or certify any lawyer as an expert or specialist in any field of practice.

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