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“The complementary strengths of our relative market positions made this merger a logical strategic move,” said Deanie Elsner, Chief Executive Officer of Charlotte’s Web. “With this acquisition we strengthen the business to reflect the evolution of the category. Because most of Abacus’s products are positioned in adjacent categories, our combined distribution reach has limited shelf overlap. Together we are the most developed CBD company across every channel and segment and positioned to accelerate our growth and extend our market share. Furthermore, it enables us to drive more scale production through our vertically integrated infrastructure.” The Transaction is subject to, among other things, the approval of Abacus Shareholders at a special meeting (the “Special Meeting”) expected to be convened by Abacus, receipt of required regulatory and court approvals and other customary conditions of closing.

After submitting your request, you will receive an activation email to the requested email address. § This product is tested by high performance liquid chromatography to ensure it contains no more than 13 parts per million tetrahydrocannabinol . If you are subject to testing for THC please see /testing for more information prior to using this product. The Arrangement Agreement provides for customary representations, warranties and covenants, including a termination fee in the amount equal to C$4.0 million, payable by Abacus in the event that the Arrangement Agreement is terminated in certain circumstances. The Arrangement Agreement also provides for a non-solicitation covenant and a provision for the right to match any superior proposal in favor of Charlotte’s Web.

Charlotte’s Web Holdings, Inc

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Special Meeting, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, “forward-looking information”). In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

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There can be no assurance that the Transaction will occur, or that it will occur on the terms and conditions contemplated in this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks. The Transaction has been unanimously approved by the Board of Directors of each of Charlotte’s Web and Abacus. Abacus Shareholders holding approximately 20% of the basic issued and outstanding Abacus Shares have entered into voting and support agreements to vote in favor of the Transaction. Perry Antelman, CEO of Abacus, who owns approximately 4.3% of the basic issued and outstanding Abacus Shares , is expected to fill a key leadership role in Charlotte’s Web and has executed a new employment agreement, as well as a lock-up agreement in connection with the Transaction, which will restrict the sale of his resulting Charlotte’s Web Shares for a 15-month period post-closing with incremental release commencing in six months. To opt-in for investor email alerts, please enter your email address in the field below and select at least one alert option.

Charlotte’s Web To Acquire Abacus Health Products For Combined 35% Marketshare Of Cbd In Food

Adjusted EBITDA also excludes share-based compensation, IPO and share offering related costs, mark-to-mark fair value adjustments, impairment of assets and adjustments for fair valuing of biological assets. Adjusted EBITDA is included as a supplemental disclosure because management of Charlotte’s Web believes that such measurement provides a better assessment of Charlotte’s Web’s operations on a continuing basis by eliminating certain non-cash charges and charges or gains that are nonrecurring. The Transaction cannot close until the required shareholder, court and regulatory approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

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