Vireo Growth Completes Acquisition of Proper Brands in Missouri

Deal News | Jun 05, 2025 | Globenewswire

Vireo Growth Inc., a company dedicated to the cannabis sector, has successfully completed its acquisition of Missouri-based Proper Brands. The acquisition was executed through the purchase of subsidiaries NGH Investments, Inc. and Proper Holdings Management, Inc., both under Proper Holdings, LLC. Proper Brands, founded in 2022, is a significant player in Missouri's legal recreational cannabis market, with 11 retail dispensaries primarily in St. Louis and a presence in Kansas City. The company also operates a large-scale cultivation and manufacturing facility. The acquisition, valued at $102 million, was financed through the issuance of 196.2 million Vireo shares at $0.52 per share. The deal's structure includes a clause permitting clawback if 2026 EBITDA falls below the anticipated $31 million. Shares allocated in this transaction will gradually unlock over 33 months. Vireo, since its inception in 2014, has pursued strategic expansion and resource allocation. Forward-looking statements accompany the announcement, highlighting potential risks and the need for regulatory and shareholder approvals.

Sectors

Cannabis Industry
Mergers and Acquisitions

Geography

United States – The central activities of the article occur in the United States, specifically concerning the acquisition of a Missouri-based company by a U.S.-based entity.
Missouri – Proper Brands, the target company in the acquisition, is based in Missouri, making it a primary geographic focus of the transaction.

Industry

Cannabis Industry – The article focuses on the acquisition of Proper Brands, a company operating 11 dispensaries and involved in cannabis cultivation and manufacturing, highlighting significant activity within the legal cannabis sector.
Mergers and Acquisitions – The acquisition of Proper Brands by Vireo Growth Inc. constitutes a significant M&A transaction, reflecting strategic expansion within the cannabis market.

Financials

$102,000,000 – Total consideration for the acquisition of Proper Brands by Vireo Growth Inc., paid through issuance of Subordinate Voting Shares.
4.175x – The purchase price represents a multiple of 4.175 times the 2024 Closing EBITDA of $31 million.
$31,000,000 – 2024 Closing EBITDA of Proper Brands, which is central to the deal's value calculation.
$0.52 – Reference price per share for 196.2 million Subordinate Voting Shares issued by Vireo in the acquisition.

Participants

Name	Role	Type	Description
Vireo Growth Inc.	Acquirer	Company	Vireo is a company pioneering in the medical and recreational cannabis sectors, known for strategic growth initiatives since 2014.
Proper Brands	Target Company	Company	Founded in 2022, Proper Brands operates a significant network of dispensaries and cultivation facilities in Missouri's cannabis market.
NGH Investments, Inc.	Subsidiary of Target	Company	A subsidiary company involved in the acquisition of Proper Brands.
Proper Holdings Management, Inc.	Subsidiary of Target	Company	A subsidiary company involved in the acquisition of Proper Brands.
Proper Holdings, LLC	Vendor	Company	Management company providing services to Proper Brands' portfolio.