Cannabis Watch: Tilray makes richest deal yet in effort to jump into U.S. CBD market

Marijuana company Tilray Inc. announced its most expensive acquisition to date early Wednesday, agreeing to spend more than $300 million for a company that claims to be the world’s largest hemp food maker.

Tilray TLRY, +0.71% agreed to purchase Manitoba Harvest for C$419 million, or $317 million, in cash and stock to bolster its thrust into the U.S. market for CBD products. Tilray now expects to launch CBD-derived products in the U.S. as early as this summer, according to executives.

Following the passage of the U.S. farm bill, which legalized industrial hemp and removed CBD from the Drug Enforcement Administration’s list of controlled substances, cannabis operators in Canada have been furiously making deals in the U.S. to expand operations south of the border. Canopy Growth Corp. CGC, -2.46% WEED, -2.75%  has declared its intention to make substantial investments in New York state, and Aurora Cannabis Inc. ACB, -1.70% ACB, -1.61%  has also begun acquiring hemp assets. Cronos Group Inc. CRON, +1.50% CRON, +1.81%  has not yet unveiled hemp-related operations in the U.S.

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While the Brightfield Group has said the hemp-CBD market in the U.S. could reach $22 billion by 2022, Tilray Chief Executive Brendan Kennedy doesn’t believe that anyone has enough data to formulate realistic projections.

“It’s impossible to know at this point if that’s an accurate number or not,” Kennedy said in a telephone interview with MarketWatch. “What I do know is that it’s a large opportunity. If I think about hemp and CBD derived from hemp, it seems to be the hottest ingredient across the natural foods industry, across the beauty, body care and cosmetics industry. It just seems like there is a lot of interest in that particular ingredient today. What I don’t know is how realistic that $22-billion number is.”

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Manitoba Harvest Chief Executive Bill Chiasson said the company has been in business for more than 20 years and is the world’s largest hemp food maker. It generated C$94 million in 2018 sales, which is nearly double what analysts predict Tilray on its own will generate for the year. Tilray reported C$36 million in revenue for the first three quarters of the year, and analysts expect the company to report fourth-quarter sales of C$16.5 million when it issues earnings on March 18, according to FactSet.

Manitoba Harvest makes products such as granola, protein powder and hemp oil, and has 30,000 acres of cultivation contracted for this year. The company’s hemp-based products are sold by retailers in the U.S. and Canada, and it has inked deals with the likes of Costco Wholesale Corp. COST, +0.76%  , Amazon.com Inc. AMZN, +1.22%  and Walmart Inc. WMT, +2.21% , among others.

In an interview with MarketWatch, Chiasson said that the current plan is to introduce a line of CBD-infused tinctures, a CBD spray and CBD gel caps. While the legality of CBD-based products in the U.S. is in question, Tilray and Manitoba Harvest say the new products will follow all required federal and state guidelines.

Video: How California’s ‘Weed Nuns’ turned CBD into a million-dollar business

“We have retailers who have expressed a lot of interest in that, in states where it’s more friendly, if you would,” Chiasson said, adding that the company believes it is complying with the relevant state and federal regulations.

“The [Food and Drug Administration] has been very clear about not wanting to make claims, specific claims that haven’t been tested and can’t be backed up,” Chiasson said.

Tilray is buying Manitoba Harvest, legally called FHF Holdings Ltd., from Compass Diversified Holdings LLC CODI, -0.95%  and other shareholders. Tilray will pay C$150 million in cash and C$127.5 million in stock when the transaction closes. In six months, Tilray will pay an additional C$50 million in cash and C$42.5 million in stock. Tilray will also issue an additional C$49 million in stock if Manitoba Harvest achieves performance goals in 2019.

Tilray stock has gained 165% in the past year, as the S&P 500 index SPX, +0.15%  has gained 1.7%. Tilray went public at $17 and shares topped $200 last fall before pulling back. Shares closed down 0.7% at $77.03 Tuesday.

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