Special Meeting to Approve Acquisition of Sanity Group GmbH
TORONTO--(BUSINESS WIRE)--March 10, 2026--
Organigram Global Inc. $(OGI)$ (TSX: OGI), (the "Company" or "Organigram"), a leading licensed producer of cannabis, announced today that it has mailed and filed a management information circular (the "Circular") and related materials (the "Meeting Materials") for its annual and special meeting (the "Meeting") of the holders of its common shares (the "Shareholders") to be held on March 30, 2026. The Circular is available under Organigram's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
In addition to routine annual business to be conducted, Shareholders at the Meeting will be asked to consider and vote upon an ordinary resolution (the "Transaction Resolution") approving the previously announced proposed acquisition by the Company of all of the issued and outstanding shares (the "Purchased Shares") of Sanity Group GmbH ("Sanity" or the "Sanity Group") not already owned by the Company (the "Transaction"), pursuant to the terms of a share purchase agreement dated February 18, 2026 (the "Share Purchase Agreement") entered into among the Company and, inter alia, the sellers listed therein (collectively, the "Sellers").
In consideration for the Purchased Shares, Organigram will pay the Sellers an upfront purchase price of EUR$113.4 million, consisting of EUR80.0 million in cash, and EUR33.4 million in common shares (the "Common Shares") or Class A preferred shares (the "Class A Preferred Shares", and together with the Common Shares, the "Shares") in the capital of Organigram on the closing date of the Transaction (the "Closing Date") at a price of $3.00 per Share, representing a 71% premium to the $1.75 closing price of the Company's Common Shares on the Toronto Stock Exchange (the "TSX") on the date prior to signing the Share Purchase Agreement. In addition, the Sellers are entitled to earnout consideration of up to EUR113.8 million, consisting of up to EUR20.0 million in cash and up to EUR93.8 million in Shares, dependent upon Sanity Group's financial performance during the 12-month period following the Closing Date.
The Transaction Resolution also includes approval of a private placement financing (the "Private Placement Financing") between Organigram and BAT, pursuant to which BAT has subscribed for 14,027,074 Shares at a price of $3.00 per Share and agreed to exercise certain existing top-up rights to subscribe for 9,897,356 Shares, for gross total proceeds of C$65.2 million. The proceeds of the Private Placement Financing will be used to fund the cash portion of the purchase price payable under the Transaction and to pay certain transaction-related expenses of the Company.
The Transaction is subject to the satisfaction of certain closing conditions, which includes, among other things, regulatory approval by the Toronto Stock Exchange ("TSX"), notification to the NASDAQ, clearance of the Transaction under Germany's foreign direct investment regime from the German Ministry of Economics and Energy, and the requisite Shareholder approval of the Transaction Resolution at the Meeting.
Information about the Meeting
The Meeting will be held in person at 333 Bay Street, Suite 3400, Toronto, Ontario on Monday, March 30, 2026 at 10:00 a.m. (Toronto Time). Shareholders of record as of February 23, 2026 will be entitled to receive notice of and vote at the Meeting. For those Shareholders who are unable to attend the Meeting in person, the Company will make an audio-only telephone conference available for Shareholders to listen to the Meeting. No voting will occur on the audio conference. To join the audio-only telephone conference, Shareholders can dial (646) 307-1963 (from Toronto) or (800) 715-9871 (toll-free) and quote the following reference number: 96766. The registration URL for the audio-only telephone conference is https://registrations.events/direct/Q4I967660.
Instructions as to how to attend the Meeting and to vote are set out in the Meeting Materials mailed to Shareholders. Shareholders are urged to vote well in advance of the Meeting and, in any event, prior to the proxy voting deadline of 10:00 a.m. (Toronto time) on March 26, 2026 (or, if the Meeting is adjourned or postponed, no later than forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened Meeting).
Investment Committee and Board of Directors Recommendation
The Investment Committee of the board of directors of the Company (the "Investment Committee") and the board of directors of the Company (the "Board"), after consulting with their financial and legal advisors and having carefully considered, among other factors, the terms of the Transaction, and after receiving an opinion from BMO Nesbitt Burns Inc. concluding that, as of February 11, 2026, based upon and subject to the assumptions, limitations and qualifications set forth in its opinion, the consideration to be paid by the Company pursuant to the Share Purchase Agreement is fair and reasonable, from a financial point of view, to the Company, has unanimously (with certain interested directors abstaining from voting) determined that the Transaction is in the best interests of the Company and that the terms and conditions of the Transaction are fair and reasonable to the Company. Accordingly, the Investment Committee and the Board have unanimously (with certain interested directors abstaining from voting) approved the Transaction and recommends that the Shareholders vote IN FAVOUR of the Transaction at the Meeting.
Reasons for the Recommendation
In making its recommendation that Shareholders vote in favour of the Transaction, the Investment Committee and the Board carefully considered a number of factors, including the factors summarized below (which are set out in full in and qualified in their entirety by reference to the Circular):
-- Positions the Company as a Leader in the Global Cannabis Market. The
Transaction accelerates Organigram's expansion into global cannabis
markets by establishing a leading position in Germany, the world's
second-largest federally legal cannabis market after Canada, valued at
over EUR2 billion in 2025 and serving approximately 800,000 patients,
with market forecasts projecting continued growth beyond EUR4.5 billion
by 2028. Through exposure to Germany, the UK, Switzerland and Poland, the
Company will be well positioned to capture growth in rapidly expanding
European markets.
-- Creates a Vertically Integrated European Hub and Sophisticated
Commercial Footprint. The Transaction will provide the Company with a
vertically integrated European footprint, embedding a highly skilled
local leadership team and a strong network of strategic partners in the
global cannabis supply chain. Entering the European supply chain with
Sanity Group's deep network will position the Company to sell
significantly greater volumes of high-margin flower, creating the ability
to capture more of the value chain. The Company will capitalize on Sanity
Group's sophisticated commercial capabilities across Germany, Poland, the
UK, and Switzerland and engage Sanity Group's regulatory expertise, which
is critical to navigating new markets.
-- Financially Accretive Acquisition with Strong Growth and Profitability
Profile. The Transaction is expected to be financially accretive to the
Company, delivering meaningful and strategic scale to the Company's
revenue and profitability. In 2025, Sanity Group demonstrated consistent
net revenue growth from EUR9 million in 2023 to EUR60 million in 2025,
including EUR19 million generated in the fourth quarter of 2025, with
continued profitability anticipated. Sanity Group has achieved consistent
gross margin improvements, from 15% in 2023 to 47% in 2025, and based on
Sanity Group's internal estimates, has grown to the second largest market
share position in the German cannabis market as of November 2025.
-- Establishes a European Retail Presence and Credibility for Future Pilot
Projects. The Company will gain immediate access to the Swiss retail
market through Sanity Group's two established pilot project locations.
Sanity Group's pilot project experience and established branding will
enhance the Company's credibility for future pilot projects in new
European markets, specifically as the global regulatory landscape
continues to evolve.
-- Expansion of Organigram Brand and Intellectual Property. The
Transaction will provide the Company with the potential opportunity to
implement its industry leading brands and intellectual property into new
global markets and support the expansion of its strategic partnerships.
Sanity Group's portfolio of brands reflects shared values surrounding
innovation, whereby the Company can expand its focus on new developments
including a suite of emulsions, novel vapour formulations, flavour
innovations, and packaging solutions. The Company anticipates the
expansion and collaboration with Sanity Group's established brands will
deliver market share and revenue growth for the Company by appealing to a
broad range of consumers seeking new, progressive cannabis formats.
Shareholder Questions and Voting Assistance
Shareholders who have questions or need assistance with voting their shares should contact the Company's proxy solicitation agent, Sodali & Co, by telephone at 1-833-830-8205 (North America) or 1-289-695-3075 (outside North America), or by email at assistance@investor.sodali.com.
About Organigram Global Inc.
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