Hill Dickinson advises EMMAC on US$345M acquisition by CuraLeaf in medical cannabis sector’s largest ever UK deal

Hill Dickinson is pleased to have advised EMMAC Life Sciences Limited, Europe’s largest independent vertically integrated medical cannabis company, on the terms of the offer by CuraLeaf Holdings, Inc to EMMAC shareholders to acquire the entire issued share capital of the company. 

CuraLeaf, a leading US provider of consumer products in cannabis, announced on Tuesday 9 March 2021 that it had signed a definitive agreement to acquire EMMAC, in a cash and share deal valued at approximately US$345 million including deferred considerations based on the successful execution and achievement of future performance-based milestones.

The acquisition marks the largest deal in the UK medical cannabis sector to date. 

The proposed transaction also provides Curaleaf with an entry point into the European cannabis market. 

Hill Dickinson’s Corporate, Life Sciences and Regulatory team has advised EMMAC since incorporation. EMMAC has an existing vertical platform of cultivation, EU-GMP processing, distribution, and R&D operations across several key European medical cannabis markets, including the United Kingdom, Germany, Italy, Spain and Portugal. 

Antonio Costanzo, chief executive officer, EMMAC, said: “CuraLeaf’s acquisition of EMMAC is not only a significant milestone for EMMAC but for the European cannabis market as a whole. As part of CuraLeaf, a well-capitalised leader of the US cannabis market, EMMAC is poised to exploit the rapid pace of growth of the European market, driven by regulatory change and the increasing demand for access to premium quality cannabis products. The combination of CuraLeaf and EMMAC creates a global platform to address these large new opportunities across Europe. With EMMAC’s science-led approach, wealth of local market experience, as well as our network of supply and distribution partnerships throughout Europe, we are now uniquely positioned to reinforce our place as one of Europe’s leaders in the production and supply of medical cannabis, wellness CBD, hemp and other derivative products.

Tom Ellen, finance director, EMMAC, said he was grateful for Hill Dickinson’s support, saying: “Hill Dickinson has been by EMMAC’s side since it was incorporated and their trusted corporate and commercial advice, together with support from their life sciences and health regulatory teams, has been invaluable in helping management build EMMAC, raise capital and scale so quickly. We owe them a drink for the hard work they have put in over the last few weeks and we hope to share it with them in person, not over Zoom, very soon.”

Michael Bennett, London head of corporate, and senior associate Jack Delaney led the Hill Dickinson team and were supported by associate Natalia Fryda, trainee solicitors Emily Rawlins and Amelia Chung, and paralegal Henry Schoen.

Michael Bennett commented: “Hill Dickinson is delighted to have advised our longstanding client EMMAC on the largest transaction in the medical cannabis sector in the UK to date. 

“Working closely with Norton Rose in Canada and local counsel in Europe, the team advised EMMAC on the offer from CuraLeaf which has been approved by EMMAC shareholders and definitive agreements with CuraLeaf have been signed. The hard work and excellence of the team advising EMMAC on the transaction is what helped deliver this transaction, but the wider expertise of Hill Dickinson in the cannabis industry, and in particular its market-leading Life Sciences and Health Regulatory practice, is what supported EMMAC over the last two-and-a-half years, and is what we believe makes Hill Dickinson one of the leading UK law firms advising cannabis companies as they grow and raise capital as the European market develops.”