Vireo Growth has entered into a definitive agreement to acquire FLUENT Corp. in an all-stock transaction, combining two multi-state cannabis operators to create a leading platform in Florida’s medical cannabis market. Under the terms of the deal, each FLUENT shareholder will receive 0.0705359 of a Vireo subordinate voting share for each FLUENT share held. The transaction is expected to give Vireo approximately 74 stores and approximately 144,000 square feet of combined cultivation and production canopy in Florida, a limited-license state where Vireo says scale is a decisive competitive advantage. FLUENT generated approximately $71.5 million in revenue from its Florida operations in 2025.
The FLUENT Board formed a special committee of independent directors to evaluate the transaction and explore other potential strategic alternatives. Following a comprehensive review conducted with independent financial and legal advisors, the special committee unanimously recommended that the FLUENT Board approve the deal. The transaction was subsequently approved unanimously by both the FLUENT Board and the Vireo board of directors, with interested directors abstaining. ATB Cormark Capital Markets provided a fairness opinion to the effect that the consideration is fair to FLUENT shareholders from a financial point of view.
In connection with the transaction, FLUENT has entered into a credit equitization agreement with certain lenders to convert $30 million of outstanding debt under its existing senior secured credit agreement into FLUENT shares, which will then be exchanged into Vireo shares upon completion of the deal. FLUENT has also approved an operating budget designed to streamline its operations ahead of closing, including through the divestiture of certain non-core assets, targeted cost reductions, and initiatives to optimize its business. Vireo says it expects to receive a structurally improved asset at an attractive entry point before applying a single Vireo synergy.
Closing of the transaction is expected in the fourth quarter of 2026, pending regulatory, court, and FLUENT shareholder approvals. Holders representing approximately 38.3% of the issued and outstanding FLUENT shares have already entered into voting support agreements in favor of the transaction. Upon completion, FLUENT shares are expected to be delisted from the Canadian Securities Exchange and the OTCQB Venture Market, and FLUENT will apply to cease to be a reporting issuer under applicable Canadian securities laws.
KEY QUOTES:
“The acquisition of FLUENT meaningfully expands our presence in one of the most important cannabis markets in the country. Florida’s limited-license structure rewards scale, and combining two complementary networks with minimal overlap creates a platform that is meaningfully harder to replicate. FLUENT has displayed a proven track record in Florida with revenue generation from its Florida operations in the amount of approximately $71.5 million in 2025.”
John Mazarakis, Chief Executive Officer, Vireo Growth
