Core Viewpoint - Cronos Group Inc. is acquiring CanAdelaar B.V. for an up-front cash consideration of US$67.0 million, plus additional cash earnouts based on normalized EBITDA for 2026 and 2027, positioning Cronos as the market leader in the Netherlands' adult-use cannabis market [1][2]. Transaction Overview - The acquisition involves an up-front payment of €57.5 million (US$67.0 million), representing approximately 1.4 times CanAdelaar's last twelve months (LTM) revenue and 2.4 times LTM EBITDA [1][8]. - The transaction is expected to close in early 2026, pending regulatory approvals in the Netherlands [9]. Strategic Rationale - The acquisition is seen as financially compelling and strategically important for establishing a footprint in Europe and leveraging investments in borderless products [2][12]. - CanAdelaar is the largest cannabis company in the Netherlands' adult-use cannabis pilot program, known as the Wietexperiment, which is designed to create a regulated cannabis supply chain [3][4]. Market Context - The Wietexperiment was enacted in 2020 and officially launched in April 2025, allowing for the sale of cannabis in ten municipalities, with the potential for expansion [3][12]. - CanAdelaar has a current cultivation yield of approximately 20,000 kg of dried flower annually and is the only industrial-scale greenhouse cultivator in the Wietexperiment [6][12]. Financial Performance - CanAdelaar's revenue is projected to grow from US$17.7 million in 2024 to US$47.3 million for the twelve months ending September 30, 2025 [6]. - EBITDA is expected to increase from US$8.0 million in 2024 to US$28.2 million for the twelve months ending September 30, 2025 [7]. Competitive Positioning - CanAdelaar holds the leading market share within the Wietexperiment, with active sales to nearly all 72 coffee shops involved in the program [5][12]. - The regulatory framework of the Wietexperiment is designed to promote responsible adult use, potentially serving as a model for other countries [12].

Financial Performance - Record gross revenue of $110.2 million, a 73% increase year-over-year and a 7.2% sequential increase[86] - Record net revenue of $70.8 million, a 72% increase year-over-year and a 7.9% sequential increase[86] - Adjusted EBITDA of $5.7 million, a 64% increase year-over-year and a 16% sequential increase[86] - International revenue reached $7.4 million, a 208% increase year-over-year and a 21% sequential increase[86] - Free cash flow was $5.0 million, compared to ($4.8) million in the prior year period[86] Strategic Initiatives - Completed the acquisition of Motif Labs Ltd, expecting approximately $15 million in run-rate cost synergies[44] - Completed the acquisition of Collective Project Limited, fast-tracking entry into the cannabinoid beverages category and the U S market[47] - Strategic investments from BAT totaled over $345 million to fund research & development and international M&A[48] - Invested $21 million into German cannabis leader Sanity Group to establish a foothold in the rapidly growing German market and expand export volume to Europe[61] - 27% of flower harvest at Moncton facility was seed-based in Q3 Fiscal 2025[65] Market Position - Organigram is the 1 LP in market share in Canada[17] - 1 in vapes, 1 in pre-rolls, 1 in milled flower, 1 in hash, 3 in edibles, 3 in dried flower in Canada[86]