BGP Acquisition and Craft 1861 Global, a lifestyle and wellness cannabis brand, entered into a definitive business combination agreement.
Terms call for BGP to issue 430,000 proportionate voting shares (convertible into 43,000,000 subordinate voting shares) to Craft Global shareholders in upfront equity consideration, plus an earn-out of an additional 100,000 proportionate voting shares (convertible into 10,000,000 subordinate voting shares) based on certain trading price milestones.
The merged company would have $167.8 million in cash (assuming no redemptions) and a committed and undrawn credit line for $100 million (assuming completion of ongoing negotiations).
Craft Global shareholders are rolling 100% of their equity, resulting in a pro forma market capitalization of approximately $580 million.
Craft Global is a minority-led, U.S.-based health and wellness company within the cannabinoid space. Craft Global aims to capitalize on what management believes is a once-in-a-generation opportunity to create a global household name by consolidating global demand for cannabis (including both CBD and THC products) and making it a mainstream component of health and wellness lifestyles. Read more.