Cronos Group to acquire CanAdelaar for $67M upfront consideration

Cronos Group (CRON) announced that its wholly-owned subsidiary has entered into a definitive share sale and purchase agreement to acquire all of the outstanding shares of CanAdelaar, the largest cannabis company operating within the Netherlands’ adult-use cannabis pilot program. Under the Purchase Agreement, the shares of CanAdelaar will be acquired for up-front consideration of EUR 57.5M, or $67M, subject to certain customary adjustments, with additional contingent consideration payable in cash based on 0.5x of CanAdelaar’s normalized EBITDA in 2026 and 2027. Founded in 2018, CanAdelaar received its license under the Wietexperiment in the second quarter of 2023. CanAdelaar is headquartered in, and operates out of, Voorne aan Zee, Netherlands, with a 540,000 square foot facility spanning greenhouse cultivation as well as processing, production and packaging of all CanAdelaar products. With active sales to nearly all 72 coffee shops within the Wietexperiment, CanAdelaar sells flower, pre-rolls, hash and edibles branded under CanAdelaar Original Grow, or “C.O.G.” Under the terms of the Purchase Agreement, the up-front consideration payable in cash on closing of the Transaction is EUR 57.5M, or $67M subject to certain customary adjustments. In addition, contingent consideration is payable in cash equal to 0.5x CanAdelaar’s 2026 normalized EBITDA and 0.5x CanAdelaar’s 2027 normalized EBITDA. The Transaction has been approved by the Company’s Board of Directors and is expected to close in early 2026. The Transaction remains subject to customary closing conditions, including completion of regulatory clearances required in the Netherlands.