Ballard Spahr Represents Organa Brands Affiliate in Cannabis Vaporizer and Hardware Business Combination
Ballard Spahr acted as lead advisor to National Concessions Group (NCG), in the sale of its shares to Canadian company, SLANG Worldwide. Upon the closing of the sale, NCG became a wholly owned subsidiary of SLANG. In connection with the business combination, SLANG Worldwide today began trading its common shares on the Canadian Stock Exchange under the ticker symbol "SLNG." Slang is now a reporting issuer in the Provinces of Ontario, British Columbia, Alberta, Saskatchewan, Québec, and Nova Scotia.
NCG is part of the Organa Brands family of companies. Organa Brands is a large national cannabis brand in the United States. Through a network of affiliates licensed to sell its cannabis-filled cartridges, vaporizer devices, concentrates, edibles, and other related products, Organa Brands distributes its products for use in states that have legalized cannabis sales. Headquartered in Denver, NCG is a leading developer, manufacturer, and distributor of vaporizer hardware and cannabis-related accessories. SLANG is a branding and marketing company focused on developing brands and quality hardware products that are synergistic with the cannabis business sector.
On September 26, 2018, SLANG announced the offering of subscription receipts at a price of CAD$1.50 per subscription receipt for aggregate gross proceeds of approximately CAD$66 million. The parties executed their Share Purchase Agreement on November 29, 2018. On January 22, 2019, SLANG delivered its escrow release notice to Odyssey Trust Company confirming that SLANG satisfied all of the escrow release conditions, and the escrowed proceeds of the subscription receipt offering were released in order to allow SLANG to, among other things, close the acquisition of NCG's shares. The full press release can be found here.
The Ballard Spahr team was led by Denver-based Business and Finance partners John L. Ruppert and Michele J. Rowland. It included Senior Counsel Jeffrey R. Davine in Denver, Partner Gerald J. Guarcini in Philadelphia, and associates Spencer D. Critchett in Salt Lake City, Conor R. Crawford in Denver, and Fred G. DeRitis in Philadelphia.