Marijuana MSO Cansortium finalizes merger with RIV Capital

The merger between Florida-based, vertically integrated marijuana multistate operator Cansortium, which operates under the Fluent brand, and RIV Capital closed on Thursday.

Under the transaction – which MJBizDaily first detailed in May – Fluent has acquired all issued and outstanding Class A common shares of Toronto-headquartered RIV Capital in exchange for Fluent shares, according to a news release.

Robert Beasley was appointed chief executive officer of the combined company, which will operate under the Fluent name.

He has served as Cansortium’s CEO since 2020.

Breakdown of Cansortium-RIV deal

RIV Capital shareholders received 1.245 of a common share of Fluent in exchange for each RIV Capital share held.

Fluent shareholders now hold about 51.25% of the combined business.

RIV Capital shareholders and The Hawthorne Collective control 48.75% of the combined entity, according to the release.

The Hawthorne Collective is a subsidiary of Ohio-headquartered ScottsMiracle-Gro, which invested in RIV in 2021.

The deal expands Fluent’s retail footprint to 42 stores and gives the company entry to the growing adult-use market in New York, where RIV operates the Etain marijuana brand.

RIV acquired Etain Health for $247 million in 2022.

Canadian cannabis operator Canopy Growth spun off RIV, formerly called Canopy Rivers, in 2020.

Fluent ‘focused on long-term growth’

The combined company will leverage operational expertise and liquidity to bolster growth, according to Beasley.

“Not only does this move accelerate (Fluent’s) entry into one of the largest and fastest growing cannabis markets in the world, but it expands our retail door count to 42, adding our first wholesale division and expanding our house of brands,” Beasley told MJBizDaily via email Thursday morning.

“Looking ahead, we remain focused on sustainable, long-term growth and will continue to drive efficiencies across all areas of the business to achieve our profitability and cash generation goals for our shareholders.”

Fluent shares will continue to trade on the Canadian Securities Exchange (CSE) under the ticker symbol TIUM.U and on the OTCQB as CNTMF. The OTCB, aka The Venture Market, is the middle tier of the over-the-counter market for American stocks.

RIV shares are expected to be delisted from the CSE at market close Thursday.

Meanwhile, in advance of the merger, Cansortium announced in late November it had secured a senior credit agreement for up to $96.5 million.

The refinancing, combined with RIV’s $33 million in cash reserves, will position Fluent to seek strategic acquisitions in key markets such as New York and Pennsylvania while also targeting new opportunities in other states, Beasley said in November.