Subversive Acquisition LP Announces InterCure’s Letter of Intent Relating to the Acquisition of a Multi-National Medical Cannabis Producer, Better Holdings

Rhea-AI Summary

InterCure Ltd. has signed a Letter of Intent with Cann Pharmaceutical Ltd. to acquire Better Holdings, a leading medical cannabis operator in Israel and Australia. This acquisition, valued at USD $35 million, will enhance InterCure’s position as the largest cannabis company outside North America and expedite its global expansion strategy. Additionally, InterCure plans to invest USD $2.5 million in Better Australia for an 11% ownership stake. The deal's completion is anticipated within 90 days as detailed agreements are expected to follow.

Positive

• Acquisition creates the largest cannabis company outside North America.
• Expansion of global reach and acceleration of international strategy.
• Combines business strengths to improve patient connections internationally.

Negative

• Total acquisition cost of USD $35 million may strain resources.
• Shares subject to a three-year lock-up, limiting liquidity for investors.

InterCure Signs Letter of Intent with Cann Pharmaceutical Ltd.

Acquisition Strengthens InterCure’s Position as the Largest Cannabis Company Outside of North America

TORONTO, April 05, 2021 (GLOBE NEWSWIRE) -- SUBVERSIVE ACQUISITION LP (TSX: SVX.U, NEO: SVX.U, OTCQX: SBVRF) (“SVX”) announced today that InterCure Ltd. (dba Canndoc) (TASE: INCR) (“InterCure”), Israel’s leading cannabis company and SVX’s intended target for its “Qualifying Transaction” (the “Transaction”), has signed a Letter of Intent (“LOI”) with Cann Pharmaceutical Ltd. (“Cann”) to acquire Better Holdings (“Better”), a pioneering medical cannabis operator in Israel and Australia. Under the terms of the agreement, InterCure will acquire 100% of Cann’s shares, which includes Better’s operations in Israel and 50% of Cann Pharma's shares, which owns the commercial rights to develop cannabis-based medical products.

Transaction Highlights

• InterCure’s acquisition of Better creates the largest cannabis company outside North America
• The Better acquisition expands InterCure’s global reach and accelerates international expansion strategy to major markets worldwide.
• The companies expect to sign detailed and binding agreements within 90 days.
  

Cann is a pioneer of medical cannabis in Israel, with leading expertise in cannabis research, cultivation, marketing, and commercialization of medical cannabis products for thousands of patients to treat a variety of medical indications approved by the Ministry of Health. Its leading brand, “Better” is driven by a unique genetic portfolio that is consistently in high demand among medical cannabis patients in Israel and have gained international recognition. In 2019, Better received approval for a phase II clinical trial of its lead therapy, EP1, in Australia. The treatment is indicated for refractory epilepsy in children and adolescents who have not responded to pharmacological treatment. The total consideration will be USD $35 million, which will be payable with InterCure shares, at the same valuation used in connection with the Transaction. The noted shares will be subject to a three-year lock-up period, where each year up to one-third of the shares will be released from the lockup using a monthly release mechanism. InterCure will also invest up to USD $2.5 million in Better Australia in consideration for an 11% ownership stake with Cann’s shareholders committing to making a parallel investment on the same terms.

Ehud Barak, InterCure chairman, said: "Today's announcement is a historical milestone in the Israeli cannabis industry as we prepare to add Better, a pioneer of our industry, to the InterCure family. We believe our combined business strengths and capabilities will help us to connect more effectively with new and existing patients in Israel and internationally. Once the transaction is completed, InterCure's portfolio will include additional leading brands, distribution network, and unique partnerships, positioning us to deliver sustainable value for all stakeholders."

Alexander Rabinovitch, InterCure CEO, said: "InterCure and Better Holdings’ combined business operations create a new international cannabis industry force that will further accelerate our global expansion plans and opportunities."

About SVX

Subversive Acquisition LP is a limited partnership established under the Limited Partnerships Act (Ontario) formed for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination involving SVX that will qualify as its qualifying transaction for the purposes of the rules of the TSX and Neo Exchange Inc. SVX is a special purpose acquisition corporation for the purposes of the rules of the TSX and Neo Exchange Inc.

For more information, visit https://www.subversivecapital.com/svx.

About Subversive Capital

Subversive Capital is a leading investment firm dedicated to investing in radical companies whose core missions subvert the status quo. With almost a decade of experience in the global cannabis industry, Subversive Capital has lead investments in some of the most successful transactions in the industry including the recent launch and closing transaction of Subversive Capital Acquisition Corp. to form The Parent Company (TPCO Holding Corp.) currently traded on the Neo Exchange and OTCQX.

For more information, visit www.subversivecapital.com

About InterCure and Canndoc

InterCure (TASE: INCR) is the first public company on the Tel Aviv Stock Exchange to hold a valid and permanent license for the medical cannabis value chain through its 100% ownership in Canndoc. Canndoc is a GMP medical cannabis producer. Licensed by the Israeli Ministry of Health since 2008, Canndoc is a leading pioneer in the research, cultivation, production, and distribution of pharma-grade cannabis-based products to patients, hospitals, pharmacies, research and governmental organizations.

Through its strategic exclusive collaboration with world leaders, distribution agreement with SLE (100% owned by Teva Pharmaceutical Industry) and long-term sales agreements, Canndoc is well-positioned as a leading and significant player in pharma-grade medical cannabis in Israel, Europe and the United Kingdom.

For more information: http://www.canndoc.com

About Better

Since 2008, Better has been developing, cultivating, and marketing dedicated cannabis strains for conditions and diseases such as epilepsy, autism, chronic pain, and cancer, treating approx. 10 thousand patients every month. In 2019, Better received approval for a phase II clinical trial of its lead therapy, EP1, in Australia. The treatment is indicated for refractory epilepsy in children and adolescents, who have not responded to pharmacological treatment.

In Israel, Better operates two cultivation spaces with a commercial growth potential of over 5 tons of medical cannabis a year (as of mid-2020) from unique, stable cannabis strains of its development. Better has acquired a reputation as a trailblazer in the cultivation of medical cannabis with advanced techniques that ensure safe, clean, and consistent quality cannabis products on the market. Better’s cultivation methods are completely chemical-free throughout the plant’s cultivation process.

Forward‐Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SVX’s current expectations regarding future events. The words “will”, “expects”, “intends” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specific forward-looking information contained in this press release includes, but is not limited to: statements concerning the consummation of the transactions pertaining to the LOI, the synergies created, InterCure’s expected benefits and subsequent investment in Better Australia and matters relating to, the Transaction and the satisfaction of the required closing conditions. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond SVX’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: failure to complete the Transaction and the transactions contemplated by the LOI, changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading “Risk Factors” in the non-offering prospectus pertaining to the Transaction which is available on SEDAR at www.sedar.com. SVX undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

FOR FURTHER INFORMATION PLEASE CONTACT:

Subversive Acquisition LP

Investors:
Investor@subversivecapital.com

Media:
Berrin Noorata
Berrin@subversivecapital.com

InterCure Ltd.

Adam Haliva, Global Investor Relations
adam@canndoc-pharma.com, (972) 54-646-8778

FAQ

What is the significance of InterCure's acquisition of Better Holdings?

The acquisition positions InterCure as the largest cannabis company outside North America, enhancing its market share and international expansion.

What is the expected completion date for InterCure's acquisition of Cann Pharmaceutical?

InterCure expects to finalize binding agreements within 90 days from signing the Letter of Intent.

How much will InterCure invest in Better Australia?

InterCure plans to invest up to USD $2.5 million for an 11% stake in Better Australia.

What are the financial implications of the acquisition for InterCure?

The acquisition involves a total consideration of USD $35 million, which will be payable through InterCure shares.