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Charlotte's Web Reports Year-Over-Year Growth For Q1 2025

Charlotte's Web Reports Year-Over-Year Growth For Q1 2025

Cision Canada14-05-2025
Early proof points confirm transformation strategy traction
LOUISVILLE, Colo., May 14, 2025 /CNW/ - (TSX: CWEB) (OTCQX: CWBHF), Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company"), a botanical wellness innovation company, today announced results for the quarter ended March 31, 2025, reporting its first year-over-year revenue increase in more than three years, building on the sequential quarterly growth trend achieved in 2024.
"Following three sequential quarters of improvement in 2024, Q1 delivered our first year-over-year revenue growth since 2021 – validating the transformation we initiated 18 months ago," said Bill Morachnick, Chief Executive Officer. "Our upgraded e-commerce platform is converting more visitors, and new digital storefronts on Amazon, TikTok Shop, and Faire are widening our reach. An upcoming nationwide rollout with Whole Foods Market will strengthen our retail footprint. Operationally, we commenced initial in–house gummy production and, as part of our disciplined cost agenda, we mutually concluded our promotional rights agreement with MLB and associated costs. Coupled with robust innovation – including cannabinoid isolates and our new functional mushroom gummy line – we believe these initiatives position the Company to deliver top and bottom-line growth for 2025 and beyond."
Erika Lind, Chief Financial Officer, added, "Our reengineered cost structure is now flowing through the P&L. Building on the positive traction from the prior quarters, we are structuring for further improvements in cost efficiency and cash flow. As a part of this effort, we have concluded some high-cost promotional sports agreements, thereby eliminating sizeable future cash outlays of more than $18 million over the next three years. This supports near-term cash flow and preserves long-term cash for further investment in innovation. Combined with our transitioning to in-house manufacturing and disciplined SG&A control, we anticipate further improvements to cash flow in 2025."
First Quarter Business Review
Expansion of Mushroom Wellness Gummy Innovations
Following the successful Q4 2024 launch of its functional mushroom gummies targeting focus, stress, and energy, Charlotte's Web will continue expanding its botanical wellness portfolio in 2025. The Company's strategic diversification beyond CBD is gaining market traction with mushroom wellness products now available through multiple distribution channels, including Walmart.com, Amazon.com, and the Company's direct-to-consumer platform.
E-Commerce Growth and Omnichannel Expansion
Building on the sequential gains recorded in 2024, Charlotte's Web's digital channels delivered year-over-year growth in Q1 2025. Order volume growth, stabilized average order values, new subscriber increases, and lower churn rates drove meaningful digital revenue growth and underscored brand loyalty. This performance reflects the past year's technology and go-to-market enhancements: a unified brand architecture, an expanded product portfolio, data-driven segmentation, an upgraded e-commerce stack, and improved engagement tools such as SMS outreach and an influencer network that now reaches more than one million consumers.
The Company has widened its omnichannel footprint. Walmart.com added Charlotte's Web's new mushroom wellness gummies during the quarter, while strategic launches on Amazon, TikTok Shop, and Faire have dramatically broadened online reach. With additional categories and channels slated for launch in the coming quarters, the Company is well-positioned to meet consumers wherever they shop, diversifying revenue streams, and capturing incremental market share through improved digital discoverability.
Whole Foods Market Retail Distribution Launch
In a significant advancement of its retail expansion, the Company achieved a major milestone finalizing an agreement with Whole Foods Market to roll out products to more than 400 store locations nationwide. As part of this partnership, three isolate topical products will be available on shelves starting June 2025. This launch marks a significant step forward in making botanical wellness solutions more accessible to health-conscious consumers seeking trusted, plant-based alternatives.
Operational Efficiencies and Cost Management
Expense reductions initiated in 2024 continued to benefit operating performance, with year-over-year operating costs down 24.2%. Strengthening operations, Charlotte's Web began preliminary in-house commercial production of gummies in Q2 2025, supporting gross margins and speed-to-market for new products. This production shift will enable the rapid development of new gummy blends.
"With successful expansion into new product categories, improving cash flow metrics, and enhanced operational efficiencies, Charlotte's Web has a good start to 2025," added Mr. Morachnick. "Our disciplined execution of strategic initiatives – from platform expansion to manufacturing optimization – positions us to build on this throughout 2025 and beyond, delivering value for shareholders and continued innovation for consumers."
DeFloria Milestone
In the first quarter, DeFloria, Inc. – a joint entity established between Charlotte's Web and Ajna BioSciences, with British American Tobacco as lead investor – received U.S. Food and Drug Administration (FDA) clearance to initiate Phase 2 clinical trials for its botanical pharmaceutical candidate, AJA001 Oral Solution, intended to treat irritability associated with autism spectrum disorder ("ASD"). AJA001 is formulated using Charlotte's Web proprietary full-spectrum CBD extract derived from its patented cultivars. The FDA's acceptance of DeFloria's IND for AJA001 marks a significant milestone. In addition, Charlotte's Web holds manufacturing rights for commercial supply when the drug is ultimately approved by the FDA, representing a potential opportunity that could be transformative for Charlotte's Web over time.
On June 9, 2025, Charlotte's Web and Ajna BioSciences will host an executive panel session at the Benzinga Cannabis Capital Conference in Chicago. As part of the panel discussion, Charlotte's Web will showcase its partnership with DeFloria and AJA001's clinical progress and therapeutic potential. For attendance information, contact [email protected].
Quarterly revenue trend:
Consolidated net revenue for the first quarter ended March 31, 2025, was $12.3 million, a year-over-year increase of 1.1% compared to $12.1 million in the first quarter of 2024. Propelled by the continued performance of the Company's upgraded e-commerce platform, this represents the first period of year-over-year growth reported since Q2 2021 and builds upon a consecutive quarterly growth trend established in 2024. Introduced in mid-2024, the new platform has delivered measurable improvements in marketing effectiveness, customer engagement, and sales volumes. The Company also continues to generally outperform its peers in retail category benchmarks, reflecting the strength of its recent product innovations and the effectiveness of its strategic retail partnerships.
Gross profit in Q1 2025 was $6.2 million, or 50.8% of revenue, compared to gross profit of $6.9 million, or 57.0% of revenue, in Q1 2024. The prior year included temporary items favorable to gross margin. The Company models forward gross margin percentages to continue in the low 50s, supported partly by the transition to in-house production of gummies, followed by topical products over time.
Total selling, general, and administrative ("SG&A") expenses in the quarter were $11.6 million, a 24.2% improvement from $15.3 million in Q1 2024. Stringent expense controls were implemented over the past year and remain a central focus in 2025.
Net loss for the first quarter of 2025 was $6.2 million, or ($0.04) per share basic and diluted, compared to a net loss of $9.7 million, or ($0.06) per share basic and diluted, for the first quarter of 2024.
Excluding depreciation, amortization and other non-cash items, Charlotte's Web reported negative Adjusted EBITDA 1 for the first quarter of 2025 of $2.8 million, a $1.1 million improvement compared to negative Adjusted EBITDA of $3.9 million in the first quarter of 2024.
Balance Sheet and Cash Flow
Net cash used for operations in the first quarter of 2025 was $2.8 million. The Company's cash and working capital as of March 31, 2025, were $19.4 million and $25.5 million, respectively, compared to $22.6 million and $31.1 million as of December 31, 2024, respectively.
"With cash reserves exceeding $19 million and our anticipated cash flow improvements for this year, we are confident our balance sheet is sufficient to support growth for 2025 and beyond," said Mrs. Lind.
Consolidated Financial Statements and Management's Discussion and Analysis
The Company's consolidated financial statements and accompanying notes for the three month periods ended March 31, 2025, and 2024, and related management's discussion and analysis of financial condition and results of operations ("MD&A"), are reported in the Company's 10-Q filing on the Securities and Exchange Commission website at www.sec.gov and on SEDAR+ at www.sedarplus.ca and will be available on the Investor Relations section of the Company's website at https://investors.charlottesweb.com.
About Charlotte's Web Holdings, Inc.
Charlotte's Web Holdings, Inc., a Certified B Corporation headquartered in Louisville, Colorado, is a botanical wellness innovation company and market leader in hemp extract wellness that includes Charlotte's Web whole-plant full-spectrum CBD extracts as well as broad-spectrum CBD. Charlotte's Web branded premium quality full-spectrum CBD extract products start with proprietary hemp genetics that are North American farm-grown using organic and regenerative cultivation practices. The Company's hemp extracts have naturally occurring botanical compounds including cannabidiol ("CBD"), CBN, CBC, CBG, terpenes, flavonoids, and other beneficial compounds. Charlotte's Web product categories include CBD oil tinctures (liquid products), CBD gummies (sleep, calming, exercise recovery, immunity), CBN gummies, functional mushroom gummies, CBD capsules, CBD topical creams, and lotions, as well as CBD pet products for dogs. Through its substantially vertically integrated business model, Charlotte's Web maintains stringent control over product quality and consistency with analytic testing from soil to shelf for quality assurance. Charlotte's Web products are distributed to retailers and healthcare practitioners throughout the U.S.A. and are available online through the Company's website at www.charlottesweb.com.
Shares of Charlotte's Web trade on the Toronto Stock Exchange (TSX) under the symbol "CWEB" and are quoted in U.S. Dollars in the United States on the OTCQX under the symbol "CWBHF".
Subscribe to Charlotte's Web investor news.
Forward-Looking Information
Certain information provided herein constitutes forward-looking statements or information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements are typically identified by words such as "may", "will", "should", "could", "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements are not guarantees of future performance, and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking statements contained in this press release are based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions, expected future development, and other factors that it believes are appropriate and reasonable.
Specifically, this press release contains forward-looking statements relating to, but not limited to: organizational changes, marketing plans and operational platform upgrades, and the impact of these initiatives on retail expansion, operational efficiencies, cash flow,‎ revenue and e-commerce monetization; expectations relating to IT upgrades, marketing optimization and operational integrations; product expansion activities and the corresponding ‎results thereof; sales volume and gross margin expectations; anticipated timing for, and business impact of, in-house manufacturing of topical ‎and gummy products; ‎the impact of the Company's product innovations on product development; regulatory developments and the impact of developments on both consumer action and the Company's opportunities and operations; activities relating to, and sponsorship of, legislation to advance regulatory framework; the impact of insourcing on operating margins, capital expenditures and R&D anticipated consumer trends and corresponding product innovation; anticipated future financial results; the Company's ability to increase online traffic and demographic exposure through new products and marketing and omni-channel expansion; and the impact of certain activities on the Company's business and financial condition and anticipated trajectory; launch of products in Whole Foods; continued product placement on various product channels; anticipated development of new products; the outcomes from DeFloria's clinical trials, including commercial opportunities for Charlotte's Web.
The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to: regulatory regime changes; anticipated product development and sales; the success of sales and marketing activities; product development and production expectations; outcomes from R&D activities; the Company's ability to deal with adverse growing conditions in a timely and cost-effective manner; the availability of qualified and cost-effective human resources; compliance with contractual and regulatory obligations and requirements; availability of adequate liquidity and capital to support operations and business plans; and expectations around consumer product demand. In addition, the forward-looking statements are subject to risks and uncertainties pertaining to, among other things: supply and distribution chains; the market for the Company's products; revenue fluctuations; regulatory changes; loss of customers and retail partners; retention and availability of talent; competing products; share price volatility; loss of proprietary information; product acceptance; internet and system infrastructure functionality; information technology security; available capital to fund operations and business plans; crop risk; economic and political considerations; and including but not limited to those risks and uncertainties discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ending December 31, 2024, and other risk factors contained in other filings with the Securities and Exchange Commission available on www.sec.gov and filings with Canadian securities regulatory authorities available www.sedarplus.ca. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty, as these are interdependent, and the Company's future course of action depends on management's assessment of all information available at the relevant time.
Any forward-looking statement in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. Except as required by applicable law, the Company assumes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. All forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company's behalf, are expressly qualified in their entirety by these cautionary statements.
CHARLOTTE'S WEB HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands of U.S. dollars, except share amounts)
Common Shares
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Shareholders'
Equity
Shares
Amount
Balance—December 31, 2024
158,009,541
$ 1
$ 328,655
$ (301,569)
$ 27,087
Common shares issued upon vesting of restricted share units,
net of withholding





Share-based compensation


187

187
Net loss

(6,212)
(6,212)
Balance—March 31, 2025
158,009,541
$ 1
$ 328,842
$ (307,781)
$ 21,062
Balance—December 31, 2023
154,332,366
$ 1
$ 327,280
$ (271,723)
$ 55,558
Common shares issued upon vesting of restricted share units,
net of withholding
2,895,489

(98)

(98)
Share-based compensation

842

842
Net loss

(9,634)
(9,634)
Balance—March 31, 2024
157,227,855
$ 1
$ 328,024
$ (281,357)
$ 46,668
Three Months Ended March 31,
(unaudited)
2025
2024
Cash flows from operating activities:
Net loss
$ (6,212)
$ (9,634)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
2,449
2,493
Change in fair value of financial instruments
126
1,860
Convertible debenture and other accrued interest
868
1,015
Changes in right-of-use assets
473
443
Share-based compensation
187
842
Other
126
(956)
Changes in operating assets and liabilities:
Accounts receivable, net
(394)
98
Inventories, net
19
(1,026)
Prepaid expenses and other current assets
28
150
License and media rights

(2,500)
Operating lease obligations
(605)
(551)
Accounts payable, accrued and other liabilities
71
663
Other operating assets and liabilities, net
96
(76)
Net cash used in operating activities
(2,768)
(7,179)
Cash flows from investing activities:
Purchases of property and equipment and intangible assets
(521)
(2,060)
Proceeds from sale of assets
28
27
Net cash used in investing activities
(493)
(2,033)
Cash flows from financing activities:
Other financing activities

(98)
Net cash used in financing activities

(98)
Net decrease in cash and cash equivalents
(3,261)
(9,310)
Cash and cash equivalents —beginning of period
22,618
47,820
Cash and cash equivalents —end of period
$ 19,357
$ 38,510
Non-cash activities:
Non-cash purchase of property and equipment and intangible assets
$ (83)
$ (374)
(1) Non-GAAP Measures – EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is not a recognized performance measure under U.S. GAAP. The term EBITDA consists of net loss and excludes interest, taxes, depreciation, and amortization. Adjusted EBITDA also excludes other non-cash items such as changes in fair value of financial instruments (Mark-to-Market), Share-based compensation, and impairment of assets. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. The non-GAAP financial measures do not have a standardized meaning prescribed under U.S. GAAP and, therefore, may not be comparable to similar measures presented by other issuers. The primary purpose of using non-GAAP financial measures is to provide supplemental information that we believe may be useful to investors and to enable investors to evaluate our results in the same way we do. We also present the non-GAAP financial measures because we believe they assist investors in comparing our performance across reporting periods on a consistent basis, as well as comparing our results against the results of other companies, by excluding items that we do not believe are indicative of our core operating performance. Specifically, we use these non-GAAP measures as measures of operating performance; to prepare our annual operating budget; to allocate resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of our results with those of other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and in communications with our board of directors concerning our financial performance. Investors should be aware, however, that not all companies define these non-GAAP measures consistently.
Adjusted EBITDA for the three months ended March 31, 2025, and 2024 is as follows:
SOURCE Charlotte's Web Holdings, Inc.
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First National Financial Corporation agrees to be acquired by Birch Hill Equity Partners and Brookfield, with existing shareholders Stephen Smith and Moray Tawse maintaining minority ownership
First National Financial Corporation agrees to be acquired by Birch Hill Equity Partners and Brookfield, with existing shareholders Stephen Smith and Moray Tawse maintaining minority ownership

Cision Canada

time3 hours ago

  • Cision Canada

First National Financial Corporation agrees to be acquired by Birch Hill Equity Partners and Brookfield, with existing shareholders Stephen Smith and Moray Tawse maintaining minority ownership

TORONTO, July 27, 2025 /CNW/ - First National Financial Corporation (the "Company" or "First National") (TSX: FN) (TSX: (TSX: today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Regal Bidco Inc. (the "Purchaser"), a newly-formed acquisition vehicle controlled by private equity funds managed by Birch Hill Equity Partners Management Inc. ("Birch Hill") and private equity funds managed by Brookfield Asset Management ("Brookfield"), whereby the Purchaser will acquire all of the outstanding common shares (the "Shares") of the Company, other than the Rollover Shares (as defined below) (the "Transaction"), for $48.00 per Share in cash (the "Purchase Price"). As part of the Transaction, the Company's founders, Stephen Smith and Moray Tawse (together with their associates and affiliates, the "Rolling Shareholders"), who currently hold approximately 37.4% and 34.0%, respectively, of the outstanding Shares, will each sell approximately two-thirds of their current shareholdings in the Company for the same cash consideration per Share as other shareholders, and have agreed to exchange their remaining Shares (the "Rollover Shares") for ownership interests in the Purchaser. As a result, on closing of the Transaction, Messrs. Smith and Tawse are each expected to maintain an indirect approximate 19% interest in First National, with Birch Hill and Brookfield holding the remaining approximate 62% interest. 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The review process involved a competitive process in which multiple acquisition proposals were received and reviewed by the Special Committee. The Company entered into the Arrangement Agreement based on the unanimous approval of the Company's board of directors (the "Board") (with conflicted directors abstaining) after receiving the unanimous recommendation of the Special Committee. Both the Board and the Special Committee determined, after receiving financial and legal advice, that the Transaction is in the best interests of the Company and the consideration to be received by the holders of the Shares (the "Shareholders") (other than the Rolling Shareholders) is fair, and recommend that Shareholders vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. In connection with the Transaction, the Rolling Shareholders, who collectively hold approximately 71.4% of the outstanding Shares, have entered into irrevocable voting agreements agreeing to vote their Shares in favour of the Transaction and against any competing acquisition proposals. In addition, each of the other directors and executive officers of the Company, who collectively hold less than 1% of the outstanding Shares, have entered into voting agreements agreeing to vote their Shares in favour of the Transaction. Under the terms of the Transaction, the Class A Preference Shares, Series 1 (the "Series 1 Preferred Shares") and Class A Preference Shares, Series 2 (the "Series 2 Preferred Shares" and, together with the Series 1 Preferred Shares, the "Preferred Shares") of the Company are expected to remain outstanding in accordance with their terms following closing of the Transaction. The Preferred Shares will continue to be listed on the TSX and, as a result, the Company will continue to be a reporting issuer under applicable Canadian securities laws following closing of the Transaction. The 2.961% Series 3 Senior Unsecured Notes due November 17, 2025, 7.293% Series 4 Senior Unsecured Notes due September 8, 2026 and the 6.261% Series 5 Senior Unsecured Notes due November 1, 2027 (collectively, the "Company Notes") will be redeemed on the closing of the Transaction to the extent outstanding at such time. Each holder of Company Notes outstanding at such time will receive a cash amount equal to the applicable redemption price, plus accrued and unpaid interest, as of the closing date in accordance with the terms of such holder's Company Notes. First National intends to continue paying its regular monthly cash dividend of $0.208334 per Share in the ordinary course through to closing of the Transaction and regular quarterly dividends on the Preferred Shares in accordance with their terms. Transaction Rationale The conclusions and recommendations of the Special Committee and the Board were based on a number of factors, including the following: Compelling Value and Immediate Liquidity to Shareholders: The all-cash Purchase Price provides Shareholders with certainty of value and immediate liquidity. The Purchase Price represents a premium of approximately 15.2% and 22.8% to the 30 and 90-trading day volume weighted average trading price, respectively, per Share as of July 25, 2025, and is also above the 52-week high closing price of the Shares as of that date. Market Check: The Transaction is the result of a robust strategic review process led by the Company's financial advisor, RBC Capital Markets, which included outreach to a broad pool of potential buyers and resulted in multiple acquisition proposals, of which the proposal submitted by the Purchaser offered the highest value to Shareholders. Formal Valuation: The Special Committee received an opinion from its independent valuator and financial advisor BMO Capital Markets ("BMO") that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. Fairness Opinion: The Special Committee received an opinion from BMO that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Arrangement Agreement Terms: The Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board. 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Reverse Break Fee: The Company is entitled to a reverse break fee of $75 million in certain circumstances, including if the Arrangement Agreement is terminated by the Company as a result of the Purchaser's failure to close. No Financing Condition: The Transaction is not subject to a financing condition. Minority Vote and Court Approval: The Transaction must be approved by two-thirds of the votes cast by Shareholders, as well as by a simple majority of the votes cast by Shareholders excluding the Shares held by the Rolling Shareholders and any other Shareholders required to be excluded from such vote in the context of a "business combination" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Transaction to Shareholders. Support for the Transaction: As described above, the Rolling Shareholders as well as all of the directors and executive officers of the Company have entered into voting agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. Formal Valuation and Fairness Opinion In connection with its review and consideration of the Transaction, the Special Committee engaged BMO as its independent valuator and financial advisor and requested that BMO prepare a formal valuation in accordance with MI 61-101. BMO delivered an oral opinion that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. In addition, BMO provided an oral opinion that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Additional Transaction Details The Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). The Transaction is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least two-thirds of the votes cast by Shareholders (including the Rolling Shareholders) at a special meeting of Shareholders; (ii) the approval of a simple majority of the votes cast by Shareholders other than the Rolling Shareholders and any other Shareholders required to be excluded pursuant to MI 61-101 at such special meeting; (iii) clearance under the Competition Act (Canada); and (iv) court approval. Completion of the Transaction is not subject to a financing condition. The Company expects to hold the special meeting of Shareholders to consider and vote on the Transaction in September 2025. If approved at the meeting, the Transaction is expected to close in the fourth quarter of 2025, subject to court approval, Competition Act (Canada) clearance and other customary closing conditions. Following closing of the Transaction, the Purchaser intends to cause the Shares to be delisted from the TSX. The Preferred Shares will remain listed on the TSX. Jason Ellis is expected to remain First National's Chief Executive Officer and lead the business in all aspects of its operations. First National's current leadership team is also expected to continue following the conclusion of the Transaction. Further information regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed under the Company's SEDAR+ profile at Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the independent valuation and fairness opinion and the rationale for the recommendation by the Special Committee and the Board will be provided in the information circular for the special meeting of Shareholders, which will also be filed under the Company's SEDAR+ profile at Early Warning Disclosure by the Rolling Shareholders Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Stephen Smith, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6, will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Stephen Smith, through Smith Financial Corporation ("SFC") and FNSC Holdings Inc. ("FNSC", and together with SFC, the "Smith Entities"), currently owns 22,409,355 of the issued and outstanding Shares representing approximately 37.4% of the issued and outstanding Shares (on a fully diluted basis). SFC intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Stephen Smith will beneficially own an indirect approximate 19% interest in First National. The Smith Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Stephen Smith's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Stephen Smith may be obtained by contacting: Justin Brenner, SVP, Managing Director, Smith Financial Corporation, [email protected], (647) 446-2122. Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Moray Tawse, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6 will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Moray Tawse, through 801420 Ontario Limited ("Tawse Holdco") and The Tawse Family Charitable Foundation (The Tawse Family Charitable Foundation together with Tawse Holdco, the "Tawse Entities"), currently owns 20,404,355 Shares representing approximately 34.0% of the issued and outstanding Shares (on a fully diluted basis). Tawse Holdco intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Moray Tawse will beneficially own an indirect approximate 19% interest in First National. The Tawse Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Moray Tawse's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Moray Tawse may be obtained by contacting: Eric Torelli, Chief Financial Officer, Chambertin Asset Management Ltd., [email protected], (416) 994-7507. The Company's head office address is 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6. Advisors RBC Capital Markets is acting as financial advisor to the Company. BMO Capital Markets is acting as financial advisor and independent valuator to the Special Committee. Torys LLP is acting as legal advisor to the Company. Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee. CIBC Capital Markets is acting as financial advisor and Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Birch Hill and Brookfield. Birch Hill and Brookfield's debt financing for the transaction was fully underwritten by Canadian Imperial Bank of Commerce, RBC Capital Markets, and TD Securities, as Joint Bookrunners and Co-Lead Arrangers. Initial commitments were also provided by The Bank of Nova Scotia and National Bank of Canada, and will be followed by a general syndication. About First National First National Financial Corporation is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single-family and multi-unit) and commercial mortgages. With more than $155 billion in mortgages under administration, First National is one of Canada's largest non-bank mortgage originators and underwriters. For more information, please visit About Birch Hill Birch Hill is a Canadian mid-market private equity firm with a long history of driving growth in its portfolio companies and delivering returns to its investors. Based in Toronto, Birch Hill currently has over $6 billion in capital under management. Since 1994, the firm has made 73 investments, with 59 fully realized. Today, Birch Hill's 14 partner companies collectively represent one of Canada's largest corporate entities with over $8 billion in total revenue and more than 40,000 employees. About Brookfield Brookfield Asset Management (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager with over US$1 trillion of assets under management. Brookfield invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. Brookfield offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. Brookfield's private equity business, which manages over US$145 billion of assets under management, focuses on driving operational transformation in businesses providing essential products and services. Forward-Looking Information This news release contains statements that are "forward-looking information" within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will, "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking statements include, among other things, statements with respect to the Transaction, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the premium to be received by Shareholders, the expected benefits of the Transaction, the intention to continue to pay monthly dividends on the Shares and regular quarterly dividends on the Preferred Shares, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Shareholder, court and regulatory approvals, the anticipated timing for closing of the Transaction, the anticipated delisting of the Shares from the TSX, the anticipated treatment of the Preferred Shares and the Company Notes and the Company's status as a reporting issuer under applicable securities laws. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management's attention from the Company's ongoing business operations; and the other risk factors identified under "Risks and Uncertainties Affecting the Business" in the Company's latest management's discussion and analysis and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. Management and First National disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under securities laws.

ADT Inc. Reports Strong Q2 2025 Financial Results
ADT Inc. Reports Strong Q2 2025 Financial Results

Globe and Mail

time2 days ago

  • Globe and Mail

ADT Inc. Reports Strong Q2 2025 Financial Results

Adt, Inc. ( (ADT)) has released its Q2 earnings. Here is a breakdown of the information Adt, Inc. presented to its investors. Elevate Your Investing Strategy: Take advantage of TipRanks Premium at 50% off! Unlock powerful investing tools, advanced data, and expert analyst insights to help you invest with confidence. ADT Inc., a prominent player in the smart home security industry, offers innovative safety solutions for homes and small businesses across the United States. Known for its extensive network of security professionals, ADT is committed to providing premium customer experiences and advanced security technologies. In its second quarter of 2025, ADT Inc. reported strong financial performance characterized by a 7% increase in total revenue, reaching $1.3 billion. The company also highlighted record-high recurring monthly revenue and significant cash flow generation, underscoring its strategic focus on growth and shareholder value. Key financial metrics for the quarter included a 33% increase in GAAP income from continuing operations, amounting to $168 million, and a 23% rise in adjusted income, reaching $191 million. ADT also showcased robust customer retention with a gross revenue attrition rate of 12.8% and a strategic acquisition of 50,000 customer accounts. Additionally, the company made substantial progress in shareholder returns, repurchasing 12 million shares and distributing $47 million in dividends. Looking ahead, ADT remains optimistic about achieving its 2025 financial targets, driven by the expansion of its ADT+ platform and strategic partnerships. The company is poised to continue delivering long-term value to stakeholders through innovative offerings and operational excellence.

Westbridge Renewable Energy Announces Share Consolidation
Westbridge Renewable Energy Announces Share Consolidation

Cision Canada

time2 days ago

  • Cision Canada

Westbridge Renewable Energy Announces Share Consolidation

CALGARY, AB, /CNW/ - Westbridge Renewable Energy Corp. (TSXV: WEB) (OTCQX: WEGYF) (FRA: PUQ) ("Westbridge", "Westbridge Renewable" or the "Company") a leading developer of utility-scale renewable energy and energy infrastructure, announces its intention to consolidate the Company's common shares. The Company announces that its Board of Directors has approved a consolidation of the Company's common shares (the " Common Shares") on the basis of one (1) post-consolidation Common Share for every four (4) pre-consolidation Common Shares (the " Consolidation"), subject to approval from the TSX Venture Exchange (the " Exchange" or the " TSXV"). The Consolidation is being undertaken in order to position the Company for broader institutional investor participation, enhance trading liquidity, and support its long-term capital markets strategy. The Company currently has 101,149,851 Common Shares issued and outstanding. Following the Consolidation, it is expected that the Company will have approximately 25,287,462 Common Shares issued and outstanding, subject to rounding for fractional shares. No fractional shares will be issued as a result of the Consolidation. Any fractional interest in Common Shares will be rounded down to the nearest whole number, in accordance with TSXV policies. The Consolidation remains subject to final approval by the Exchange. The Company's name and trading symbol will remain unchanged. The effective date of the Consolidation, along with the new CUSIP and ISIN numbers, will be announced in a subsequent news release once TSXV approval has been obtained. "This share consolidation is a strategic step that supports Westbridge's broader growth trajectory and enhances our profile in public capital markets," said Stefano Romanin, CEO of Westbridge. About Westbridge Renewable Energy Westbridge originates, develops, operates and monetizes best-in-class, utility-scale solar PV projects, stand-alone battery energy storage projects and other clean energy-focused development. The Company has a portfolio of projects in four key jurisdictions: Canada, the U.S., the U.K. and Italy. Westbridge delivers attractive, long-term returns by originating and developing an international portfolio of renewable energy assets to support increasing demand for energy and grid reliability. Management brings a strong track-record with a cumulative 40+ development projects worldwide. As one of very few listed, pure-play international solar and BESS development companies, Westbridge provides investors with access to greenfield solar and energy storage projects at the earliest stage of development, allowing them to benefit from the full development value chain. Westbridge aims to deliver clean, sustainable electricity and energy storage solutions to support increasing electricity demand and grid reliability in the jurisdictions in which it operates. For more information, please visit: | Twitter | LinkedIn Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements Certain information set forth in this document contains forward-looking information and statements and the timing thereof. Forward-looking information also includes management's assessment of future plans and operations, that the Company will complete the Consolidation; that the Company will receive the necessary approvals to complete the Consolidation; that the number of Shares outstanding following the Consolidation will be consistent with the number set out herein; that the Consolidation will impact the Company as anticipated; and that the treatment of fractional shares will align with management's current expectations. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future, including project milestone progress at Fontus, and should not be relied upon for any other purpose. Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project", "potential", "will", "may", "could", "should", or similar words suggesting future outcomes or statements regarding future performance and outlook. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them, as actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: the Company's ability to complete licensing and interconnection processes; availability of capital and financing on acceptable terms or at all; risks relating to general business, economic, competitive, regulatory, policy and social uncertainties; changes in laws or market conditions; and the risks identified under the headings "Risk Factors" in the Company's annual financial statements and management's discussion and analysis, and other disclosure documents available on the Company's profile on SEDAR+ at The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statements or information, except as required by law. SOURCE Westbridge Renewable Energy Corp.

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