Ayr Strategies (CSE: AYR.A) is headed to Florida. The company this morning announced that it will be acquiring that of Liberty Health Sciences (CSE: LHS) in an all-stock transaction valued at roughly $372 million.
Liberty shareholders are expected to hold approximately 20% of the resulting issuer, with the resulting firm to have a footprint across the states of Florida, Pennsylvania, Arizona, Ohio, New Jersey, Nevada and Massachusetts. The transaction effectively brings shareholders of the single state operator into one of the top-tier operators in the space, while Ayr gets to enjoy a market entrance that features a strong customer base via an operation with 28 operating dispensaries and a 300,000 square foot cultivation facility. Liberty will be eligible to elect one director of the resulting firm.
The proposed transaction will see Liberty Health shareholders reeive 0.03683 subordinate voting shares or restricted voting shares for each Liberty Health share held, implying a valuation of $1.05 per share currently held. At this price, Ayr will be paying a significant premium, given that Liberty last traded at $0.54 per share – a 94% premium in fact based on yesterdays closing prices of the equities.
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That premium has reportedly lead to approximately 29% of Liberty common shares already being in support of the agreement.
There’s also provisions in place to ensure Liberty shareholders get a fair deal, with shareholders set to receive 0.0433 if the 20-day volume weighted price of Ayr falls below $23.08 the third business day before the close of the transaction, while certain provisions are also in place if the equity trades between $23.08 and $27.15.
A termination fee of $13.0 million is also present, payable to Liberty, in the event that termination occurs under certain circumstances. The transaction is currently slated to close in the first quarter of 2021, following the approval by Liberty Health shareholders.
Ayr Strategies last traded at $28.48 on the CSE.
Information for this briefing was found via Sedar and Ayr Strategies. The author has no securities or affiliations related to this organization. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.
