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Ayr Wellness Announces the Expiration of HSR Act Waiting Period for the Proposed Acquisition of Garden State Dispensary

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TORONTO, June 10, 2021 (GLOBE NEWSWIRE) — Ayr Wellness Inc. (CSE: AYR.A, OTC: AYRWF) (“Ayr” or the “Firm”), a number one vertically built-in hashish multi-state operator, introduced right now the expiration of the ready interval beneath the Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (“the HSR Act”) in respect to its proposed acquisition of GSD NJ LLC (“Backyard State Dispensary” or “GSD”) in New Jersey. The ready interval expired with out a second request for data. The transaction is anticipated to shut in July, topic to sure closing circumstances, together with ultimate approval from the New Jersey Hashish Regulatory Fee (“CRC”).

As introduced in December 2020, Ayr plans to accumulate Backyard State Dispensary (GSD), one of many 12 current vertical allow holders within the State of New Jersey and one of many state’s authentic six various therapy facilities (ATCs). GSD has three open dispensaries, the utmost allowed beneath its allow, at closely trafficked freeway places all through the central area of the state, in addition to roughly 30,000 sq. ft. of operational cultivation and manufacturing amenities. An extra 75,000 sq. ft. of cultivation is beneath development.

Complete up-front consideration of US$101 million contains US$41 million in money, US$30 million in exchangeable shares and US$30 million within the type of a promissory be aware. Earn-outs primarily based on exceeding income goal thresholds in 2022 will probably be capped at a most of US$97 million and payable in a mixture of money, promissory notes and exchangeable shares. Together with the utmost earn-out consideration, the Firm estimates this represents a ahead a number of of roughly 4x 2022 Adjusted EBITDA1.  

In November 2020, New Jersey voters authorized a referendum legalizing hashish for grownup use within the state. In February 2021, laws implementing legalization was enacted that can allow the present 12 medical hashish allow holders to be first to market when the CRC creates a regulatory framework and permits adult-use gross sales to begin. BDSA estimates the adult-use market measurement, as soon as gross sales begin, to succeed in US$1 billion in 2022. New Jersey is the 11th most populous state within the U.S. with 9 million residents and at present has 36 authorized dispensary licenses (19 of that are operational) and 12 authorized cultivators.

Non-GAAP Measures
“Adjusted EBITDA” represents loss from operations, as reported, earlier than curiosity and tax, adjusted to exclude non-recurring objects, different non-cash objects, together with depreciation and amortization, and additional adjusted to take away non-cash stock-based compensation, the accounting for the incremental prices to accumulate hashish stock in a enterprise mixture, acquisition associated prices, and start-up prices.   A reconciliation of how Ayr calculates Adjusted EBITDA and different disclosures regarding non-GAAP measures is supplied in our MD&A for the three months ended March 31, 2021. The Firm believes that these non-GAAP monetary measures present significant supplemental data concerning the Firm’s performances and could also be helpful to buyers as a result of they permit for larger transparency with respect to key metrics utilized by administration in its monetary and operational decision-making. These monetary measures are meant to offer buyers with supplemental measures of the Firm’s working performances and thus spotlight tendencies within the Firm’s core companies that won’t in any other case be obvious when solely counting on the GAAP measures.

Ahead-Wanting Statements

Sure data contained on this information launch could also be forward-looking statements throughout the which means of relevant securities legal guidelines. Ahead-looking statements are sometimes, however not all the time, recognized by means of phrases reminiscent of “goal”, “count on”, “anticipate”, “imagine”, “foresee”, “might”, “would”, “estimate”, “aim”, “outlook”, “intend”, “plan”, “search”, “will”, “could”, “monitoring”, “pacing” and “ought to” and comparable expressions or phrases suggesting future outcomes. This information launch contains forward-looking data and statements pertaining to, amongst different issues, Ayr’s future development plans. Quite a few dangers and uncertainties might trigger the precise occasions and outcomes to vary materially from the estimates, beliefs and assumptions expressed or implied within the forward-looking statements, together with, however not restricted to: anticipated strategic, operational and aggressive advantages might not be realized; occasions or collection of occasions, together with in reference to COVID-19, could trigger enterprise interruptions; required regulatory approvals might not be obtained; acquisitions could not be capable of be accomplished on passable phrases or in any respect; and Ayr could not be capable of elevate further debt or fairness capital. Amongst different issues, Ayr has assumed that its companies will function as anticipated, that it is going to be in a position to full acquisitions on cheap phrases, and that every one required regulatory approvals will probably be obtained on passable phrases and inside anticipated time frames. Nevertheless, there could be no assurance that we’ll full the pending acquisitions in New Jersey or enter into agreements with respect to different acquisitions, or that they are going to be profitable if acquired.

Estimates and assumptions contain recognized and unknown dangers and uncertainties which will trigger precise outcomes to vary materially. Whereas Ayr believes there’s a cheap foundation for these assumptions, such estimates might not be met. These estimates symbolize forward-looking data. Precise outcomes could differ and differ materially from the estimates.

About Ayr Wellness
Ayr is an increasing vertically built-in, U.S. multi-state hashish operator, centered on delivering the very best high quality hashish merchandise and buyer expertise all through its footprint. Primarily based on the idea that every thing begins with the standard of the plant, the Firm is concentrated on superior cultivation to develop superior branded hashish merchandise. Ayr strives to counterpoint shoppers’ expertise on daily basis by the wellness and surprise of hashish.

Ayr’s management staff brings confirmed experience in rising profitable companies by disciplined operational and monetary administration, and is dedicated to driving optimistic influence for patrons, workers and the communities they contact. For extra data, please go to

1 Adjusted EBITDA primarily based on Firm estimates

Firm Contact:

Megan Kulick
Head of Investor Relations
T: (646) 977-7914
E mail:

Media Contact:

Robert Vanisko
VP, Company Communications
E mail:

Investor Relations Contact:

Brian Pinkston
MATTIO Communications
T: (703) 926-9159
E mail:

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