Organigram signs €250M deal for German cannabis company Sanity Group

Goodmans representing Organigram; McMillan, Stikeman Elliott also advising

Canadian cannabis company Organigram Global Inc. (OGI) has entered into a definitive agreement to acquire all issued and outstanding shares of Berlin-based Sanity Group GmbH not currently owned by Organigram, in a transaction valued at up to €250 million. British American Tobacco (BAT) subsidiary BT DE Investments Inc. is concurrently investing C$65.2 million in Organigram through a private placement to help fund the deal.

Sanity Group, founded in 2018, is one of Europe's most prominent cannabis companies, with primary operations in Germany's fast-growing medical cannabis market. The company's annual net revenue grew from €9 million in 2023 to €60 million in 2025, and it holds an estimated number two market share position in Germany as of January 2026. Sanity Group also operates Europe's first two legal cannabis specialty stores as part of scientific pilot projects in Switzerland and is expanding into Poland, the UK and Czechia.

Upon closing, Organigram will pay Sanity shareholders upfront consideration of €113.4 million, consisting of €80 million in cash and €33.4 million in Organigram shares priced at C$3.00 per share. In addition, vendors will also be entitled to receive earnout consideration of up to €113.8 million, with the first €20 million in cash and up to €93.8 million in Organigram shares, based on Sanity's financial performance for the 12-month period following closing.

“Organigram’s proven track record in executing highly strategic and complementary M&A is exemplified by our proposed acquisition of Sanity Group—a transaction that is both strategically significant and financially accretive,” Organigram chief strategy officer Paolo De Luca said in a press release. “By combining our strengths as focused cannabis pure play companies, we will be well-positioned to deliver meaningful value for our shareholders and accelerate growth in key European markets. We are truly excited about the opportunities ahead with this acquisition as we are now poised to set a new standard in the global cannabis sector together.”

“I am truly excited to embark on this new chapter as our company joins forces with Organigram,” said Sanity Group CEO Finn Age Hänsel. “Sanity’s strong focus in Europe is highly complementary to Organigram’s strengths, and I have tremendous confidence in their vision and ambitious business plan to scale internationally. Together, we are poised to unlock significant growth opportunities, especially as new European markets open to both medical and recreational cannabis programs.”

Cash consideration will be funded through a combination of cash on hand, the BAT private placement and proceeds from up to $60 million in senior secured credit facilities provided by ATB Financial.

Goodmans LLP is serving as Canadian legal counsel to Organigram, with Hogan Lovells LLP as its local legal counsel in Germany, BMO Capital Markets providing a fairness opinion, and EY advising on financial and tax matters. McMillan LLP is serving as Canadian legal counsel to Sanity Group, with Katharina Erbe (RSR Rüping Schroeder Rechtsanwälte) and Patrick Biagosch (Biagosch Partner) as its legal counsel in Germany, and Rothschild as its exclusive financial advisor. Stikeman Elliott LLP is serving as Canadian legal counsel to BAT in connection with the private placement investment.

The deal is expected to close in the second quarter of 2026, subject to customary closing conditions and regulatory approvals.

 

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