Four leading companies, Baker, Briteside, Sea Hunter and Sante Veritas, announced today through a binding letter of intent (the “LOI”) to merge into on entity operating under the name TILT Holdings Inc. to form one of the largest most comprehensive platforms for the cannabis industry. This merger would provide the industry with propelling technology-driven solution throughout the entire cannabis ecosystem.
About the Companies
Founded in 2014, Baker Technologies help dispensaries generate more revenue and build relationships with their customers through a variety of products, featuring online ordering, customer loyalty, messaging, and analytics. To date, the company works with over 1,000 dispensaries in 24 states and Canada.
Founded in 2017, Briteside Holdings, LLC produces a diverse range of products and services, from prefabricated modular cultivation units to home delivery and subscription-based services. All Briteside products are predicated on proprietary algorithms designed to improve yields and efficiencies while reducing costs and time.
Sea Hunter is a leading source of cultivation, retail, operational and capital support to state licensees and, in certain circumstances, operates proprietary, vertical operations which allows it to deliver a more knowledge-based product to customers.
Sante Veritas Holdings Inc. subsidiary Santé Veritas Therapeutics Inc. (“SVT Subco”) is at the final stage of obtaining a cultivation license under the Access to Cannabis for Medical Purposes Regulations (the “ACMPR”). Health Canada recently issued SVT Subco a “confirmation of readiness” for a license under the ACMPR, confirming its initial annual cultivation request of 2,835,000 grams of cannabis flower. SVT Subco is currently completing the buildout of Phase I of its cannabis products cultivation platform, comprising more than 40,000 square feet of combined indoor cultivation and administrative facilities in Powell River, British Columbia, on a waterfront site that was formerly part of Catalyst Paper’s operations. SVT Subco anticipates receipt of licensed producer status later in 2018.
4 Companies into 1
TILT Holdings expects to establish operations in every state where cannabis laws exist, for both infrastructures as well as technology. To date, Baker, Briteside, and Sea Hunter operate in 24 states collectively and already have licenses for operations in a portion of those states and are expecting to operate in all 24 states quite quickly.
TILT’s principal offices will be in Boston, Denver, and Toronto. By the end of 2018, the company forecasts revenue of $70 million and in excess of $200 million by the end of 2019.
Board of Directors and Officers
Once the completion of this Business Combination into TILT, the board will consist of seven members, Sea Hunter and Sante Veritas Holdings will be entitled to nominate two members to the Board, Briteside and Baker will be entitled to appoint one member each to the board.
Once the six board members are selected, they will come together and nominate the seventh director to the board.
Alexander Coleman, CEO of Sea Hunter and proposed CEO, and Michael Orr, the Executive Chairman of SVT, are proposed to be co-Chairmen of the Board.
Baker CEO, Joel Milton’s will assume the role as President overseeing the technology business; and Robert Leidy, Managing Partner at Sea Hunter, will assume the role as President in charge of consumer-related operations. Justin Junda from Briteside will assume the role of Chief Strategy Officer for TILT.
On this series of M&A Insider, I had the opportunity to speak with Roger Obando, Founder, and CTO of Baker Technologies on this merger. We go over why this merger was significant, what the process was like, and what this means for Baker.
Roger, first off congratulations on this merger. I can only imagine how much work went into this decision especially when it involves four different companies. I am curious about the overall deal, If you could give us a little bit more detail regarding the timing of it, why it made sense for you and your team and why now?
Roger Obando: There has recently been a lot of attention on the growth of the cannabis market and the Canadian public markets that are largely responsible for funding that growth. While Baker is one of the most funded companies in the cannabis space, the process of continually acquiring capital for growth can be challenging and time-consuming in cannabis.
With this deal, we gain access to Canadian capital markets to help rapidly support our growth and provide extended resources. At Baker, our goal has always been to provide our clients with a single platform that connects all of the tools and data they use on a daily basis. This broader access to capital will enable us to not only accelerate our platform development but will also open us up to other opportunities including future acquisitions.
With a deal like this, how long did the overall process take?
Roger Obando: Due to the complexity of this deal it has been in the works for about nine months. I’m not sure if that is indicative of other deals in the space but this is the case for us.
Before any company can even begin moving towards a letter of intent, this needs to be discussed between the founders and the current investors, can you share any insight into that process?
Roger Obando: I’ve always considered the makeup of our founding team to be one of Baker’s most significant advantages. We are fortunate to have three founders with complementary skill sets. This allows David Champion, Baker’s CPO, and I to be solely focussed on platform development while Joel Milton, Baker’s CEO, can focus exclusively on the vision and growth of Baker.
Joel worked very closely with our COO, Geoff Hamm, who has previous experience with M&A to investigate this merger opportunity starting as far back as July of 2017. Geoff has been an integral part of helping us investigate and explore opportunities that he believes are beneficial to the company. By the time Joel presented the merger opportunity to us, the benefits and financials of the deal were clearly outlined. Throughout the process, we were also able to rely on our investors’ input and expertise on completing an agreement such as this one.
This may be a bit early to ask, but if this has been discussed, how will the new company be structured?
Roger Obando: Each of the companies that make up TILT will continue to operate as they were before the merger. Joel will assume the role of President overseeing the technology business at TILT while Robert Leidy, Managing Partner at Sea Hunter, will assume the role of President in charge of consumer-related operations. Justin Junda from Briteside will assume the role of Chief Strategy Officer. They each will report to Alex Coleman who will be the CEO of TILT Holdings.
We knew that when the merger was announced it was likely to raise many questions within our teams about job security, etc. One of the beautiful things about this particular merger is that there is little to no redundancy across our teams. This provides Baker employees with more growth opportunities in the future and more resources to expand the team.
Does this merger have any immediate effects on the company and employees? What’s going to change?
Roger Obando: Nothing is going to change for the employees of Baker and this new access to capital will allow us to grow our team faster than ever. Baker will be largely responsible for the technology innovation at TILT, so if anything this means more new and exciting project opportunities for our product teams.
As your company gets closer to transition, there will be workforce issues that will need to be addressed. As the CTO of Baker, how have you begun preparing for this transition?
Roger Obando: Fortunately, there isn’t much, if any, redundancy across the different companies involved in this merger. This puts me in a position where I don’t need to think about how to integrate resources into my team or merge two large groups of dev and product people. Baker will remain largely unchanged in the immediate future and will be growing rapidly with more hiring.
Being the cannabis industry is still such a new industry, did you ever think that a merger like this would be possible for your company so early?
Roger Obando: We have been postulating the possibility of a vertical merger in the cannabis industry for close to two years. Anybody who has been watching the industry can attest to the break-neck speed at which it has been progressing. As more and more smaller players started entering the space, it became evident that companies with synergistic relationships would naturally gravitate towards each other and start to merge.
Add the possibility of federal legalization in the coming years, and it just makes sense that companies would start to merge or consolidate. These sorts of mergers provide smaller companies in the cannabis industry the best possible position to sustain growth once larger, non-cannabis companies enter the space.
Over the past three years, you’ve developed and nurtured wonderful relationships with 1,000’s of dispensaries in over 24 states. Before this announcement, had you discussed this with them, and if so what was the reaction?
Roger Obando: We were not able to involve our customers in conversations about this deal as it was being put together. That being said, we’ve always approached this opportunity with our customers front of mind. We have already communicated with our customers and assured them that this deal does not move our focus away from providing them with the best possible tools to help them drive their business forward.
If anything, this merger provides our customers with the opportunity to interact, communicate and operate with a higher degree of efficiency than ever before.
Thank you for taking the time to give some insight into this announcement. Before I let you go, is there anything else you would like to share that our readers may not be aware of?
Roger Obando: Baker is happy to be a part of this evolving industry and work in collaboration with many leading cannabis companies, such as the partners in the Future of Cannabis Retail movement. As cannabis entrepreneurs, we have an opportunity to help each other grow and be successful.
This is a big industry that will only get bigger, and there’s plenty of opportunities to go around. I hope that our success to date and this merger can be seen as a shining example that when we collaborate the total can truly be greater than the sum of its parts!
To learn more about Baker technologies and TILT Holdings, visit www.tiltholdings.com
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