v3.26.1
Acquisitions
 12 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
Acquisitions 28. ACQUISITIONS

(a) Year ended March 31, 2026

The following table summarizes the consolidated balance sheet impact at acquisition of the Company’s business combinations that occurred in the year ended March 31, 2026.

 

 

MTL Cannabis

 

 

 

Corp.

 

Cash and cash equivalents

 

$

4,999

 

Accounts receivable

 

 

9,752

 

Inventory

 

 

17,156

 

Other current assets

 

 

1,469

 

Property, plant and equipment

 

 

37,218

 

Intangible assets

 

 

 

Brands

 

 

17,300

 

Distribution channel

 

 

10,750

 

Goodwill

 

 

55,685

 

Accounts payable

 

 

(7,867

)

Other accrued expenses and liabilities

 

 

(9,198

)

Other current liabilities

 

 

(1,287

)

Deferred income tax liabilities

 

 

(8,199

)

Other long-term liabilities

 

 

(15,475

)

Net assets acquired

 

$

112,303

 

 

 

 

 

Consideration paid in cash

 

$

18,555

 

Consideration paid in shares

 

 

60,998

 

Replacement equity

 

 

4,770

 

Other consideration

 

 

27,980

 

Total consideration

 

$

112,303

 

 

 

 

 

Total consideration paid in cash

 

$

46,535

 

Less: Cash and cash equivalents acquired

 

 

(4,999

)

Net cash outflow

 

$

41,536

 

Acquisition of MTL

On March 16, 2026, the Company and MTL completed an arrangement in accordance with a plan of arrangement under the Canada Business Corporations Act (the “MTL Arrangement”) and the Company now owns 100% of the issued and outstanding common shares of MTL (the “MTL Shares”). Pursuant to the terms of the MTL Arrangement, shareholders of MTL (the “MTL Shareholders”) received 0.32 of a Canopy Share and $0.144 in cash (the “Cash Consideration”) for each MTL Share held immediately prior to the closing of the MTL Arrangement.

In connection with the MTL Arrangement:

•
each outstanding warrant to purchase MTL Shares that was out-of-the-money (each, a “MTL Warrant”) was exchanged for a replacement warrant (a “Replacement Warrant”) to acquire from Canopy Growth the number of Canopy Shares as is equal to (a) the number of MTL Shares issuable on the exercise of such MTL Warrant immediately prior to the effective time of the MTL Arrangement (the “Effective Time”), multiplied by (b) 0.32. The exercise price per Canopy Share subject to any such Replacement Warrants is equal to the price per Canopy Share that was otherwise payable to acquire a MTL Share pursuant to the MTL Warrant it replaced less an amount equal to the Cash Consideration;
•
each outstanding option to purchase MTL Shares that was out-of-the-money (each, a “MTL Option”) was exchanged for a replacement option (a “Replacement Option”) to acquire from Canopy Growth the number of Canopy Shares as is equal to (a) the number of MTL Shares issuable on exercise of such MTL Option immediately prior to the Effective Time, multiplied by (b) 0.32. The exercise price per Canopy Share subject to any such Replacement Option is equal to the price per Canopy Share that was otherwise payable to acquire a MTL Share pursuant to the MTL Option it replaced less an amount equal to the Cash Consideration; and
•
each outstanding compensation option (collectively, “MTL Compensation Options”) to purchase units of MTL (the “MTL Units”) was exchanged for a compensation option (a “Replacement Compensation Option”) to acquire from Canopy Growth the number of units (the “Canopy Units”) as is equal to (a) the number of MTL Units that were issuable on exercise of such MTL Compensation Option immediately prior to the Effective Time, multiplied by (b) 0.32. The exercise price per Canopy Unit subject to any such Replacement Compensation Option is equal to the price per Canopy Unit that was otherwise payable to acquire a MTL Unit pursuant to the MTL Compensation Option it replaced less an amount equal to the Cash Consideration. Each Canopy Unit is comprised of one Canopy Share and one half of one Canopy Growth warrant (each whole warrant, a “Canopy Unit Warrant”), with each Canopy Unit Warrant exercisable to acquire one Canopy Share until September 19, 2028 at an exercise price of C$2.61 per Canopy Share, subject to adjustment in accordance with its terms.

In aggregate, upon closing of the transaction, the Company issued 41,232,337 Canopy Shares and made a cash payment of $18,555 pursuant to the MTL Arrangement as consideration to the MTL Shareholders for the MTL Shares. In addition, 2,956,391 Canopy Shares were issued under the MTL Arrangement to certain former shareholders (the “MC Shareholders”) of Montreal Cannabis Medical, Inc. (“MC”) in exchange for a release of all prior obligations owing to the former MC Shareholders in connection with MTL’s prior acquisition of MC. The Canopy Shares issued to the MC Shareholders are subject to an 18-month restriction on transfer. The Company also issued 7,446,919 Replacement Warrants, 160,000 Replacement Options and 70,515 Replacement Compensation Options. The fair value of the replacement equity totaled $4,770, calculated using a Black-Scholes model. Other consideration of $27,980 relates to cash payments made to settle preexisting debt and is considered part of the transaction consideration.

(b) Year ended March 31, 2025

There were no acquisitions during the fiscal year ended March 31, 2025.

(c) Year ended March 31, 2024

There were no acquisitions during the fiscal year ended March 31, 2024.