Planet 13 Holdings has scheduled a December 10 shareholder vote on its proposed acquisition by Vireo Growth, bringing the two marijuana companies closer to completing a merger that would significantly expand Vireo’s presence in the U.S. market.
According to a filing with the U.S. Securities and Exchange Commission, Planet 13 shareholders will vote on the merger during a virtual special meeting beginning at noon Pacific Time. The company established October 29 as the record date for determining which shareholders are eligible to participate.
Under the agreement, originally announced in July, Planet 13 shareholders would receive 0.015383618 shares of Vireo Growth for each Planet 13 share they own. Following the transaction, existing Vireo shareholders would control approximately 90.62% of the combined company’s outstanding subordinate voting shares, while former Planet 13 shareholders would hold approximately 9.38%.
The merger requires approval from a majority of all outstanding Planet 13 shares, as well as a separate majority of votes cast by shareholders excluding company founders, their affiliates and certain other interested parties.
Several major shareholders have already committed to supporting the transaction. Planet 13 co-founders Larry Scheffler and Robert Groesbeck, along with Christopher Wren, David Loop and certain affiliated shareholders, entered into voting agreements covering approximately 95.6 million shares at the time the merger agreement was signed.
Planet 13’s board of directors has unanimously recommended that shareholders approve the acquisition, following a favorable recommendation from an independent special committee established to evaluate the transaction.
The proposed merger would make Planet 13 a wholly owned subsidiary of Vireo Growth, ending its status as a separately publicly traded company. Planet 13 shares would be delisted from the Canadian Securities Exchange and withdrawn from the OTCQX market.
The transaction would also bring Planet 13’s marijuana operations in Nevada, Florida and Illinois under Vireo’s corporate umbrella, further expanding the company’s multistate footprint.
Regulatory approvals remain an important component of the transaction. Nevada’s Cannabis Compliance Board approved the applicable ownership transfer requests on October 15, subject to Vireo selling or surrendering an inactive conditional consumption lounge license following the merger. Additional requirements involving Florida and Illinois must also be satisfied.
The companies have not announced a definitive closing date, saying they intend to complete the acquisition as soon as practicable after the required conditions are met.
The December 10 vote represents one of the final major corporate approval steps for the acquisition, which comes amid continued consolidation across the U.S. marijuana industry.
