February 18, 2026 — Leads & Copy — Organigram Global Inc. has entered into a definitive agreement to acquire all the issued and outstanding shares of Sanity Group GmbH not currently owned by Organigram.
Upon closing of the acquisition, Organigram (NASDAQ: OGI) (TSX: OGI) will pay Sanity shareholders upfront consideration of €113.4 million, consisting of €80.0 million in cash and €33.4 million in Organigram shares. The shareholders will also be entitled to receive 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 the closing.
The upfront consideration shares are expected to be priced at C$3.00 per Organigram share, representing a 71% premium to the C$1.75 closing price on the Toronto Stock Exchange on February 17, 2026. The earnout consideration shares will be priced at the TSX 20-day VWAP on the trading day prior to settlement, subject to a C$3.00 floor and C$4.00 cap.
Organigram CEO James Yamanaka said the acquisition of Sanity Group marks a pivotal step in Organigram’s global expansion strategy. He added that the acquisition will bring together two market leaders, extend Organigram’s commercial footprint into Europe, and strengthen its competitive edge in the world’s largest federally legal cannabis markets.
Sanity Group, based in Berlin and founded in 2018, is one of Europe’s cannabis companies. The company has established a presence across several key market segments, including medical cannabis, recreational pilot programs, and wellbeing products. Sanity Group is led by co-founder and CEO Finn Age Hänsel.
Hänsel said he is excited to join forces with Organigram, stating that Sanity’s strong focus in Europe is highly complementary to Organigram’s strengths. He added that he has confidence in their vision and ambitious business plan to scale internationally, and that together, the companies are poised to unlock significant growth opportunities, especially as new European markets open to both medical and recreational cannabis programs.
Sanity Group’s primary operations are centred in Germany, which is recognized as one of Europe’s fastest growing medical cannabis markets. The German medical cannabis market was valued at over €2 billion in 2025, serving approximately 800,000 patients. The market is forecast to surpass €4.5 billion by 2028 with the patient population expected to reach around 1.8 million.
Sanity Group reported year-over-year net revenue growth, from €9 million in calendar 2023 to €19 million in 2024 to €60 million in 2025, including €19 million generated in the last quarter of calendar 2025. Year-to-date results for 2026 show a continued growth trend. Gross margin improved from 15% in 2023 to 35% in 2024 to 47% in 2025. As of January 2026, Sanity Group held the estimated #2 market share position, up from #5 in January 2025. The company is expanding its European footprint beyond Germany and Switzerland, including Poland, the UK, and Czechia.
Organigram CSO Paolo De Luca said that the proposed acquisition of Sanity Group is a transaction that is both strategically significant and financially accretive. By combining their strengths, he said the companies will be well-positioned to deliver value for shareholders and accelerate growth in key European markets.
Cash consideration to Sanity shareholders will be funded through a combination of cash on hand, the Private Placement Investment, and the proceeds of a credit facility with ATB Financial and a syndicate of lenders. British American Tobacco plc, through its wholly owned subsidiary, BT DE Investments Inc., is a shareholder in both Organigram and Sanity and has opted to take Organigram share consideration in lieu of cash for its interest in Sanity.
Organigram is in negotiations with BAT in respect of a C$65.2 million private placement investment to be used to finance the cash component of the acquisition and for transaction expenses. ATB Financial has provided a fully underwritten commitment of senior secured credit facilities of up to $60 million.
Organigram anticipates that the acquisition, together with the private placement investment and the credit facility, will close concurrently in the second quarter of 2026. Completion of the acquisition is subject to certain closing conditions, including receipt of all required regulatory approvals, including approval of the TSX and clearance under Germany’s foreign direct investment regime, and other customary closing conditions. The company is required to obtain disinterested shareholder approval for the acquisition under Subsections 611(c) and 604(a)(ii) of the TSX Company Manual. The company intends to obtain the requisite shareholder approval at its annual and special shareholders’ meeting to be held on March 30, 2026.
BMO Capital Markets has provided an oral opinion to the Investment Committee of the Board and the Board to the effect that the consideration to be paid by the Company pursuant to the Purchase Agreement is fair, from a financial point of view, to the Company.
Copies of the purchase agreement and the definitive agreement governing the private placement investment and a material change report containing additional information regarding the acquisition and the private placement investment will be filed on Organigram’s SEDAR+ profile at www.sedarplus.ca and filed or furnished to the Securities and Exchange Commission on EDGAR (see www.sec.gov).
Organigram Global Inc. is a NASDAQ and TSX listed company whose wholly owned subsidiary, Organigram Inc., is a licensed cultivator of cannabis and manufacturer of cannabis-derived goods in Canada.
Sanity Group aims to improve people’s quality of life through the use of cannabinoids and the utilization of the endocannabinoid system. The focus is on cannabinoid-based pharmaceuticals and consumer goods. Sanity Group, co-founded in Berlin in 2018 by Finn Age Hänsel, includes Vayamed, avaay Medical and ZOIKS, Endosane Pharmaceuticals, vaay and Grashaus Projects.
Source: Organigram Global Inc.
