[PRESS RELEASE] – CALGARY, Alberta, Aug. 14, 2025 – Top Tide Inc., the high-impact, retail-forward endeavor constructed to ship real-world worth throughout each part of hashish, introduced that it’s getting into the short rising German clinical hashish marketplace by means of signing a definitive settlement pursuant to which the corporate will gain 51% of Remexian Pharma GmbH, for a initial estimated acquire worth of €27.2 million, matter to sure changes on final, and can have an strategy to gain the rest passion in Remexian.
Based in 2018 and headquartered simply out of doors of Berlin, Remexian is a number one and established pharmaceutical corporate constructed for the aim of importation and wholesale of clinical hashish, and has an absolutely qualified EU-GDP warehouse. Amongst all German clinical hashish procurers, Remexian has some of the numerous reaches around the globe, lately approved to import into Germany from 19 international locations, together with Canada , which represents roughly 33% of its general imports into Germany.
Given its over $1.9 billion in Canadian hashish gross sales since legalization, Top Tide has the Canadian procurement experience and relationships to leverage this transaction to seriously building up the Canadian proportion of clinical hashish imports into Germany.
“Remexian is a perfect fit for us—now not handiest in its dedication to cut price pricing, but additionally in its operational means, which mirrors our lowest worth ensure in Canada,” Top Tide founder and CEO Raj Grover mentioned. “We took our time comparing doable companions and could not be extra excited to enroll in forces with the best-in-class group that constructed Remexian into a countrywide chief. In combination, our complementary strengths and deep procurement experience will create a more potent basis for enlargement and additional make stronger the basics of this industry.”
Grover mentioned, “With this extremely accretive acquisition including roughly C$100 million in topline earnings and critical EBITDA yearly, we will be able to meaningfully reinforce our financials, positioning us neatly to determine a robust foothold in Germany, which is able to function a springboard into different Eu markets in the end. Our purpose in Germany stays transparent: to give you the absolute best high quality clinical hashish on the maximum reasonably priced costs, led by means of our Canadian space of manufacturers and supplemented by means of clinical hashish imports from all around the globe.”
“We’re in point of fact energized by means of the sturdy synergy we now have discovered with Top Tide, whose spectacular scale amplifies our influence in Germany,” Remexian co-founder Markus Wenner mentioned. “Either one of our firms have taken a planned, strategic technique to turning into leaders in our respective markets. Through combining considered one of Germany’s greatest hashish distribution networks with Top Tide’s unrivaled get entry to to Canadian provide, we’re atmosphere the degree for unheard of enlargement. We at Remexian are having a look ahead to development this thrilling long run in conjunction with Raj and the proficient Top Tide group.”
For the reason that passage of Germany’s Client Hashish Act in April 2024, call for for clinical hashish within the nation has endured to boost up. During the last yr, the collection of clinical hashish sufferers has risen sharply—from an estimated 250,000 to almost 900,000—leading to a threefold building up in import volumes and annual revenues coming near €1 billion.2
In line with Germany’s Federal Institute for Medicine and Clinical Units (BfArM), clinical hashish imports in the second one quarter of 2025 reached a file 43.3 metric tonnes, representing a fifteen% building up over Q1 2025 (37.5 tonnes) and a 12-month rolling general of 134 tonnes, keeping up its position as the biggest importer of clinical hashish on this planet. The surge in call for has additionally boosted Canada’s place as a number one international exporter, with the rustic just about part of Germany’s imports—roughly 36 tonnes within the first six months of 2025.3
Remexian, controlled by means of Francesco Baganz and Stefan Adomeit, is a pacesetter within the German clinical hashish panorama with annualized earnings and altered EBITDA of €70 million and €15 million, respectively, for the six months ended March 2025. Remexian may be probably the most greatest vendors of hashish flower in Germany on the subject of general grams offered, which equaled 7 tonnes in Q2 2025, representing 16% of the 43 tonnes imported into Germany within the quarter.4
Whilst finalizing the purchase, the corporate regarded as the possibility of adjustments to Germany’s clinical hashish framework. The corporate believes that even though restrictions are put on telemedicine and mail-order supply, which might be matter to long legislative evaluation, the marketplace will proceed rising after an adjustment length.
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| 1 Calculations in line with Remexian gross sales information and import figures publicly launched by means of BfArM. |
| 2 Supply: The Flower Worth Warfare: Germany’s Increase, the United Kingdom’s Truth |
| 3 Supply: BfArM (Q2 2025 Replace) |
| 4 Calculations in line with Remexian gross sales information and import figures publicly launched by means of BfArM. |
Transaction Main points
The transaction, which is an arm’s period transaction, is matter to, amongst different issues, receipt of required TSX Undertaking Trade (TSXV) approval, and different commonplace prerequisites of final, and is anticipated to near within the coming weeks. It implies an endeavor valuation of €53.4 million, representing 3.64065 instances annualized adjusted EBITDA generated all through the six months ended March 31, 2025, and is matter to sure changes in line with operating capital and internet debt upon final. The initial estimated acquire worth of €27.2 million for the 51% of fairness received might be glad as follows:
- 42% in not unusual stocks of Top Tide priced at US$2.1912, representing the amount weighted reasonable worth consistent with Top Tide proportion at the Nasdaq for the ten buying and selling days finishing Aug. 8, 2025;
- 29% in money; and
- 29% by way of loans from the dealers (the “mortgage”). The mortgage will mature on Dec. 31, 2029, endure 7% annual passion (paid quarterly), and be prepayable at any time by means of the corporate without a penalty.
Along with the foregoing, Remexian’s homeowners have agreed to grant Top Tide an strategy to gain the rest pursuits in Remexian now not held by means of Top Tide (the “name choice”). The decision choice might be exercisable at any time for a length of 5 years, following the 24-month anniversary of the final (the “name choice time period”). The decision choice is exercisable at an endeavor worth equivalent to the trailing 365 days of adjusted EBITDA multiplied by means of (i) 4 if the decision choice is exercised within the first 365 days of the decision choice time period, or (ii) 3.64065 if exercised thereafter.
As well as, Top Tide has agreed to grant Remexian’s homeowners an strategy to put to Top Tide the rest pursuits in Remexian now not held by means of Top Tide (the “put choice”), on the similar endeavor worth as the decision choice all through the similar time sessions. The honor underneath the decision choice or the put choice, if exercised, might be glad in a mixture of money and Top Tide stocks, at Top Tide’s discretion. The decision choice has a minimal worth of €15 million and is matter to a minimal money fee of no less than 40%, and the put choice is matter to a minimal money fee of no less than 30%.
Any Top Tide stocks issued in reference to the transaction are matter to a statutory grasp length of 4 months and someday.
