Cronos to acquire CanAdelaar, Dutch cannabis market leader, for US$67M upfront plus earnouts

Cronos Group Inc.

Upfront consideration of €57.5M (US$67.0M) cash, plus earnout of 0.5x normalized EBITDA in 2026 and 2027.
CanAdelaar is the largest cannabis company in the Netherlands' adult-use pilot program (Wietexperiment), one of ten licensed growers.
Upfront consideration represents ~1.4x LTM revenue and ~2.4x LTM EBITDA (unaudited, Dutch GAAP, 12 months ended Sep 30, 2025).
Transaction expected to close in H1 2026, subject to regulatory approvals including Dutch Minister of Health and Bibob screening.
Acquisition unanimously approved by Cronos board; deal establishes footprint in Europe's largest adult-use cannabis market.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cronos Group Inc. entered into Share Sale and Purchase Agreement with Ring International Holding AG and Landewyck Tobacco S.A. valued at €57.5 million cash at closing, plus up to 50% of 2026 and 2027 Normalised EBITDA (effective 2025-12-09).

Action: entry
Agreement: asset purchase
Counterparty: Ring International Holding AG and Landewyck Tobacco S.A.
Value: €57.5 million cash at closing, plus up to 50% of 2026 and 2027 Normalised EBITDA
Effective: 2025-12-09

Exact text from the filing

On December 9, 2025 , Cronos Group Inc. (the “Company”), and its wholly owned subsidiary, CGM B.V. (“Dutch BidCo”), entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with “Ring” International Holding AG (“Ring”) and Landewyck Tobacco S.A. (“Landewyck,” and together with Ring, the “Sellers”) for the acquisition of CanAdelaar B.V., a private company with limited liability (“CanAdelaar”), one of ten licensed cannabis growers in the Dutch Controlled Cannabis Supply Chain Experiment (the “Experiment”).

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Source: SEC EDGAR

accession 0001656472-25-000118

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