Organigram Acquires Sanity Group for €113.4 Million
Organigram Global announced that it has entered into a definitive agreement to acquire all the issued and outstanding shares of Sanity Group not currently owned by Organigram. Upon closing of the Acquisition, Organigram will pay shareholders of Sanity upfront consideration of EUR 113.4M consisting of EUR 80.0M cash and share consideration of EUR 33.4M in Organigram shares. In addition, the Vendors will be entitled to receive consideration of up to EUR 113.8 million, with the first EUR 20 million in cash1 and up to EUR 93.8M in Organigram shares based on Sanity's financial performance for the 12-month period following the closing. The Upfront Consideration shares are expected to be priced at C$3.00 per Organigram share, representing a 71% premium to the C$1.75 closing price on the Toronto Stock Exchange on February 17. The Earnout Consideration shares shall be priced at the TSX 20-day VWAP on the trading day prior to settlement, subject to a C$3.00 floor and C$4.00 cap. Berlin-based Sanity Group, founded in 2018, is one of Europe's most prominent and respected cannabis companies. Sanity Group has established a reputation for leadership across several key market segments, including medical cannabis, recreational pilot programs, and wellbeing products. Sanity Group is led by co-founder and CEO Finn Age Hansel, supported by a seasoned executive management team. Year-over-year net revenue growth, from EUR 9M in 2023 to EUR 19M in 2024 to EUR 60M in 2025, including EUR 19M generated in the last quarter. Financially accretive acquisition that is expected to bring scale and positively impact both revenue and profitability. Sanity generated positive EBITDA in 2025. Cash consideration to Sanity shareholders will be funded through a combination of cash on hand (restricted Jupiter funds), the Private Placement Investment, and the proceeds of a credit facility with ATB Financial and a syndicate of lenders, in respect of which the Company has entered into an underwritten commitment, subject to customary closing conditions. British American Tobacco through its wholly owned subsidiary, BT DE Investments is a shareholder in both Organigram and Sanity and has opted to take Organigram share consideration in lieu of cash for its interest in Sanity. Organigram engaged EY for financial and tax advisory work, BMO Capital Markets to provide the Fairness Opinion, Hogan Lovells LLP as its local legal counsel in Germany, and Goodmans as its Canadian legal counsel. Sanity Group engaged its former Managing Director and Chief Investment & Strategy Officer Max Narr for the management of the Acquisition and Rothschild as its exclusive financial advisor. Katharina Erbe and Patrick Biagosch acted as its legal counsel in Germany and McMillan as its legal counsel in Canada. BAT engaged Stikeman Elliott as its legal counsel in Canada in connection with the Private Placement Investment.
Trade with 70% Backtested Accuracy
Analyst Views on OGI
About OGI
About the author

- Acquisition Deal Size: Organigram Global announced the acquisition of Berlin-based Sanity Group for an upfront consideration of €113.4 million, with a potential earnout of up to €113.8 million based on financial performance, significantly enhancing its network of supply-chain partners.
- Market Expansion Strategy: As the operator of Europe’s first legal cannabis specialty stores, Sanity Group is strategically expanding its footprint beyond Germany and Switzerland into Poland, the UK, and Czechia, aiming to capitalize on the rapidly growing European cannabis market.
- Financing Structure: The acquisition is expected to be financed through a combination of cash on hand, proceeds from a new credit facility, and an anticipated C$65.2 million equity investment by BAT, which will help mitigate financial risks and support future expansion.
- Market Outlook: The German medical cannabis market is projected to exceed €2 billion by 2025, serving approximately 800,000 patients, with forecasts indicating it will surpass €4.5 billion by 2028, reflecting a 50% year-over-year growth rate, providing strong market support for Organigram's acquisition.
- Acquisition Overview: Organigram plans to acquire German cannabis company Sanity Group for €113.4 million (approximately $134 million), comprising €80 million in cash and €33.4 million in Organigram shares, significantly enhancing its position in the global cannabis market.
- Financing Strategy: The acquisition will be financed through a combination of cash on hand, proceeds from a new credit facility, and expected equity investment, with Organigram in talks for a CAD 65.2 million (around $47.8 million) investment from British American Tobacco to support the cash component of the deal.
- Strategic Importance: Paolo De Luca, Chief Strategy Officer, stated that by combining strengths with Sanity, Organigram will accelerate growth in key European markets and create substantial value for shareholders, thereby strengthening its competitive edge in the world's largest federally legal cannabis markets.
- Market Performance Analysis: Despite a 7.09% increase in premarket trading to $1.36, Organigram's stock remains below its 20-day and 100-day simple moving averages, indicating a bearish trend in the short term, with key support at $1.00 and resistance at $1.50.
- Acquisition Overview: Organigram is acquiring Sanity Group for an upfront consideration of €113.4 million, with a potential earnout of up to €113.8 million based on financial performance, which is expected to significantly enhance Organigram's leadership position in the global legal cannabis market.
- Revenue Growth: Sanity Group's annual net revenue is projected to increase from €9 million in 2023 to €60 million in 2025, including €19 million generated in Q4 2025, indicating strong market demand and growth potential.
- Market Expansion Opportunities: This acquisition allows Organigram to leverage Sanity's market presence in Germany and Switzerland while planning to enter the UK and Poland markets, thereby enhancing its market share and competitiveness in Europe.
- Strategic Synergies: The acquisition will integrate both companies' industry-leading intellectual property and products, expected to drive next-generation cannabis innovations and further solidify Organigram's position in the global cannabis industry.
- Significant Revenue Growth: Organigram's Q1 revenue reached $63.5 million, reflecting a 48.7% year-over-year increase, surpassing market expectations by $9.64 million, indicating strong performance and growth potential in the market.
- Strong International Performance: International revenue amounted to $5.0 million, up 51% year-over-year, demonstrating the effectiveness of the company's global expansion strategy and enhancing the sustainability of its international business.
- Substantial EBITDA Improvement: Adjusted EBITDA rose to $5.3 million, a remarkable 273% increase year-over-year, showcasing significant improvements in cost control and operational efficiency, thereby enhancing profitability.
- Net Income Turnaround: The company reported a net income of $20.0 million compared to a net loss of $27.5 million in the same quarter last year, marking a significant improvement in financial health, boosting investor confidence and laying a solid foundation for future growth.
- Earnings Announcement Schedule: Organigram Global is set to release its Q1 2023 earnings report on February 10 before market open, drawing significant attention from investors regarding its performance.
- Earnings Expectations: Analysts have a consensus EPS estimate of -$0.01, indicating challenges in profitability that could impact investor confidence and stock performance.
- Revenue Forecast: The revenue estimate stands at $53.86 million, and any shortfall in actual revenue could negatively affect the stock price and market perception of the company.
- Industry Context: The timing of Organigram's earnings report coincides with other major companies' earnings releases, which may influence market sentiment towards the cannabis industry amid increasing competition.

- Strategic Investment Expansion: Organigram Global Inc. has increased its investment in Phylos Bioscience from $7 million to $10 million, aiming to enhance its leadership in seed-based cannabis cultivation by securing priority access to advanced genetics and a robust seed pipeline, which is expected to strengthen its competitive position in both medical and recreational cannabis markets.
- Loan Agreement Revision: The investment includes a revised loan agreement with an additional $3 million advance, maturing on May 25, 2028, ensuring Organigram's exclusivity for selected autoflower cultivars over the next five years, further solidifying its market position.
- Market Share Growth: Through its partnership with Phylos, Organigram plans to scale seed-based production by 2030, which is anticipated to significantly enhance product consistency and economic benefits, thereby meeting the increasing consumer demand.
- Technology-Driven Advantage: Organigram began utilizing seed-based production technology in 2023, marking a transformation in its operational model, which is expected to yield long-term economic benefits and competitive advantages in the market.






