Cronos Completes Acquisition of CanAdelaar, Europe’s Largest Adult-Use Cannabis Company

The acquired Dutch business operates within a pilot program that prohibits cannabis imports, exports and sales between licensed producers.

Rhea-AI Summary

Cronos Group (CRON) completed its acquisition of all outstanding CanAdelaar shares for a base purchase price of €57.5 million. The price is subject to closing and post-closing adjustments, with additional cash payments equal to 0.5x CanAdelaar’s Normalized EBITDA, as contractually defined, for each of 2026 and 2027.

The acquisition establishes a Netherlands operating platform within the Wietexperiment adult-use cannabis pilot. Cronos plans to introduce its genetics and products through the acquired business. CanAdelaar’s annualized first-half 2026 revenue was €41.6 million and adjusted EBITDA, a non-GAAP earnings measure, was €20.1 million; these unaudited annualized figures are neither full-year results nor forecasts. Increased competition primarily drove the earnings decline from €24.2 million in the twelve months ended September 30, 2025. Cronos’ subsidiary waived all contractual closing conditions; a seller provided limited regulatory and environmental indemnities.

4 points · 0 major

MixediHow this balance works

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointAll outstanding CanAdelaar shares acquired, establishing Cronos’ Netherlands operating platform.
• Minor point. Forward-looking: it has not happened yet and may not happen.Product expansion planned: Cronos intends to bring its genetics, product development and brands to Dutch adult-use consumers.
• Minor pointAcquired market position: CanAdelaar ranked highest by volume and revenue in management’s Q2 2026 coffee-shop survey.
• Minor pointAdditional seller indemnities cover certain regulatory and environmental matters, subject to contractual limitations.

Negative

• Moderate point€57.5 million base purchase cost remains subject to closing and post-closing adjustments, including net debt adjustments.
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional cash consideration equals 0.5x CanAdelaar’s contractually defined Normalized EBITDA for each of 2026 and 2027.
• Minor pointAll contractual closing conditions waived by Cronos subsidiary CGM immediately before closing.
• Minor pointDutch pilot restrictions prohibit cannabis imports, exports and producer-to-producer sales; supply is limited to participating municipalities.

Key Figures

Base purchase price: €57.5 million Cash earnout: 0.5x Normalized EBITDA Price-to-net-revenue multiple: 1.4x +3 more

Base purchase price

€57.5 million

Subject to closing and post-closing adjustments

Cash earnout

0.5x Normalized EBITDA

Contingent consideration for each of 2026 and 2027

Price-to-net-revenue multiple

1.4x

Based on 1H 2026 annualized results

Price-to-Adjusted-EBITDA multiple

2.9x

Based on 1H 2026 annualized results

Net revenue

€41.6 million

Annualized for the six months ended June 30, 2026; not a forecast

Adjusted EBITDA

€20.1 million

Annualized for the six months ended June 30, 2026; the article cites increased competition in describing the decline from the prior twelve-month result

Previous Acquisition Reports

1 past event · Latest: Dec 09

Same Type 1 event

1. Dec 09

   Acquisition agreement

   24h Move

   +8.9%

   Initial CanAdelaar agreement disclosed a €57.5 million base price and 0.5x EBITDA earnout for 2026–2027.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

cash earnout, dutch gaap, non-gaap financial measure

3 terms

cash earnout financial

"plus cash earnout of 0.5x Normalized EBITDA1 in 2026 and 2027"

A cash earnout is a portion of a transaction's purchase price that the buyer agrees to pay the seller in cash only if specified future events or performance targets are met within a set period after closing. Typical triggers include revenue, profit, product approvals, or other measurable milestones; if the targets are achieved, the buyer pays the agreed cash amount (sometimes in installments), and if not, the payment lapses. Unlike earnouts paid in stock, a cash earnout is always settled in cash and is treated in accounting as contingent consideration whose valuation and timing depend on the probability and timing of the contingent events.

dutch gaap financial

"prepared under Dutch generally accepted accounting principles (“Dutch GAAP”)"

Dutch GAAP is the set of accounting rules used in the Netherlands to record and report a company’s financial results, similar to a household’s agreed method for tracking income and expenses. Investors care because it determines how profit, assets, and liabilities are measured and presented, affecting comparisons between companies and assessments of financial health and risk. Knowing which rules are used helps interpret reported numbers correctly.

non-gaap financial measure financial

"CanAdelaar Adjusted EBITDA is a non-GAAP financial measure"

A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Cronos acquires CanAdelaar for a base purchase price of €57.5 million plus cash earnout of 0.5x Normalized EBITDA¹ in 2026 and 2027

Establishes Cronos’ European platform with #1 market share² in the largest adult-use cannabis market in Europe³

Enables borderless product strategy, leveraging investments in genetics, R&D, and product development

TORONTO, Oct. 15, 2026 (GLOBE NEWSWIRE) -- Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) (“Cronos” or the “Company”), an innovative global cannabis company, today announced that it has completed its previously announced acquisition of CanAdelaar B.V. (“CanAdelaar”), the largest cannabis company operating within the Netherlands’ adult-use cannabis pilot program, the Wietexperiment.

Under the terms of the definitive share sale and purchase agreement (the “Purchase Agreement”) announced on December 9, 2025, as amended, Cronos acquired all the outstanding shares of CanAdelaar for a base purchase price of €57.5 million, subject to closing and post-closing adjustments. In addition, contingent consideration is payable in cash in amounts equal to 0.5x CanAdelaar’s Normalized EBITDA in each of 2026 and 2027. The base purchase price represents approximately 1.4x CanAdelaar net revenue and 2.9x CanAdelaar Adjusted EBITDA based on 1H 2026 annualized results.⁴

“This is a milestone for Cronos,” said Mike Gorenstein, Chairman, President and CEO of Cronos. “With the completion of this transaction, we have established a meaningful and scalable platform in Europe’s largest adult-use cannabis market. CanAdelaar is the clear market leader in the Wietexperiment, with a proven operational track record, strong management team, and leading market share. We are excited to welcome the CanAdelaar team to Cronos and accelerate execution of our borderless product strategy in the Netherlands. With our preparations well underway, we look forward to bringing our innovative, borderless products to Dutch adult-use consumers.”

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^{1 As defined in the Purchase Agreement.
2 Market share measurement based on volume sold and revenue. Market share information provided by CanAdelaar management, based on their surveying of Wietexperiment coffee shops in Q2 2026.
3 Sources: Cronos and CanAdelaar estimates, Prohibition Partners, Statista, Hanf Journal, which compare the market size of the Wietexperiment to the market sizes of the adult-use cannabis markets in (i) Malta, (ii) Switzerland (within pilot programs across certain cities), and (iii) Germany (within non-profit communal cultivation associations).
4 Based on CanAdelaar net revenue and CanAdelaar Adjusted EBITDA for the six months ended June 30, 2026, with Adjusted EBITDA reflecting an add-back of €0.2M of legal expenses in the period. Annualized figures were calculated by multiplying CanAdelaar’s results for the six months ended June 30, 2026 by two. They are not actual full-year results or forecasts. The underlying unaudited financial information was provided by CanAdelaar management and prepared under Dutch generally accepted accounting principles (“Dutch GAAP”). CanAdelaar Adjusted EBITDA is a non-GAAP financial measure.}

“Joining Cronos is a natural next step for CanAdelaar,” said Christopher Martens, former CEO of CanAdelaar and newly appointed General Manager, Cronos Netherlands. “Our team has built a leading operation in the Wietexperiment, and with Cronos’ product innovation and global resources, we are well positioned to serve Dutch adult-use consumers and support the continued success of the program. We believe the experiment provides an important opportunity to build a strong evidence base around the regulated production and supply of cannabis and to help inform the future development of Dutch cannabis policy.”

The Wietexperiment is a government-led adult-use cannabis pilot program designed to establish a closed, regulated cannabis supply chain across ten participating municipalities. Under the Wietexperiment, all 69 coffee shops (cannabis retailers) in the ten participating municipalities⁵ may no longer operate within the legacy ‘tolerated’ market and are required to source their cannabis products exclusively from the ten licensed producers. The framework prohibits the import and export of cannabis products and sales between licensed producers; cannabis produced under the program may only be supplied to coffee shops in the ten participating municipalities.

CanAdelaar is headquartered in Voorne aan Zee, Netherlands, and operates a 540,000-square-foot greenhouse facility encompassing cultivation, processing, production and packaging. The company supplies nearly all 69 coffee shops participating in the Wietexperiment with a portfolio of cannabis products sold under its CanAdelaar Original Grow (“C.O.G.”) brand.

The completion of the acquisition positions Cronos as the leader in the Wietexperiment, Europe’s largest adult-use cannabis market, establishes a European operating platform for Cronos’ borderless product strategy, and provides Cronos a role in a thoughtfully designed regulatory framework for adult-use cannabis.

CanAdelaar’s existing management team will continue to lead the business following the acquisition, operating within Cronos’ global framework. Cronos expects a smooth integration and will continue to focus on regulatory compliance, operational excellence, and responsible adult-use cannabis consumption.

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^{5 CanAdelaar estimated coffee shop count within the Wietexperiment as of October 2026.}

Transaction Overview
Under the terms of the Purchase Agreement, the base purchase price is €57.5 million, subject to closing and post-closing adjustments. In addition, contingent consideration is payable in cash in amounts equal to 0.5x CanAdelaar’s Normalized EBITDA, as defined in the Purchase Agreement, for each of 2026 and 2027.

Immediately prior to closing, Cronos’ wholly owned subsidiary, CGM B.V., waived all its contractual closing conditions pursuant to an addendum to the Purchase Agreement. Ring International Holding AG, one of the sellers, provided additional indemnities in respect of certain regulatory and environmental matters, subject to contractual limitations. Further details regarding the addendum are provided in the Company’s Current Report on Form 8-K regarding the acquisition.

CanAdelaar Highlights

• The only large-scale greenhouse cultivator in the Wietexperiment, with the other licensed producers operating indoor grow facilities.
• Current cultivation yield of approximately 20,000 kg of dried flower annually.⁶
• Leading Wietexperiment market share.⁷
• Sales commenced in the fourth quarter of 2023, with net revenue growing to €15.2 million in 2024, €40.6 million in the twelve months ended September 30, 2025, and €41.6 million annualized for the six months ended June 30, 2026.⁸
• CanAdelaar Adjusted EBITDA of €6.9 million in 2024, €24.2 million in the twelve months ended September 30, 2025, and €20.1 million annualized for the six months ended June 30, 2026.⁹ The decline from the twelve months ended September 30, 2025 to the annualized result for the six months ended June 30, 2026 primarily reflects increased competition now that the Wietexperiment is fully operational and all licensed producers are participating.
  
  

Strategic Rationale
The acquisition is expected to provide strategic and financial benefits that will further Cronos’ position as a leading global cannabis company, including:

• Enabling Borderless Product Strategy: a platform to bring Cronos’ investments in genetic breeding, product development and brand portfolio to Dutch adult-use consumers. With over 60% of CanAdelaar’s revenue generated by cannabis flower,¹⁰ Cronos sees room to expand the genetic offering and bring innovation into derivative product categories permitted under the Wietexperiment.
• Competitive Positioning and Aligned Operations: CanAdelaar has the highest market share¹¹ within the Wietexperiment and is the only large-scale greenhouse cultivator of the ten licensed producers, providing an advantaged cost position and a differentiated value proposition.
• Compelling Financial Profile: the base purchase price of €57.5 million¹² represents approximately 1.4x net revenue and 2.9x CanAdelaar Adjusted EBITDA based on 1H 2026 annualized results.¹³
• Upside Through Potential Expansion of the Dutch Adult-Use Cannabis Program: the Wietexperiment permits the regulated sale of cannabis for adult-use in ten Dutch municipalities (which do not include Amsterdam), covering 69 of a total of 562 coffee shops in the Netherlands and approximately 1.7 million residents of a total Dutch population of 18.1 million,¹⁴ which could significantly expand the addressable market if the Wietexperiment is extended to more municipalities or nationwide. Cronos is encouraged by the interim report on the Wietexperiment commissioned by the Dutch government and published in September 2026, which reported that initial experiences are predominantly positive.¹⁵
• Thoughtful Regulatory Setup to Promote Responsible Adult Use: the Wietexperiment is well-designed and regulated to ensure product testing, quality control and transparency, as well as to allow cannabis sales to adult consumers only, serving as a potential model for other EU countries. Cronos is committed to the continuity of the Wietexperiment and cooperation with regulators, municipalities, and all industry stakeholders to ensure its long-term success.
  
  

Additional information regarding the transaction is available on Cronos’ website under “Investor Relations” and in the Company’s filings on EDGAR and SEDAR+.

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^{6 CanAdelaar management estimates.
7 Market share measurement based on volume sold and revenue. Market share information provided by CanAdelaar management, based on their surveying of Wietexperiment coffee shops in Q2 2026.
8 Annualized figures were calculated by multiplying CanAdelaar’s results for the six months ended June 30, 2026 by two. They are not actual full-year results or forecasts. CanAdelaar net revenue is provided by CanAdelaar management, unaudited and prepared under Dutch GAAP.
9 CanAdelaar Adjusted EBITDA is a non-GAAP financial measure derived from unaudited financial information provided by CanAdelaar management and prepared under Dutch GAAP. Annualized figures were calculated by multiplying CanAdelaar’s results for the six months ended June 30, 2026 by two, with CanAdelaar Adjusted EBITDA reflecting an add-back of €0.2M of legal expenses for the six-month period.
10 CanAdelaar management estimate, unaudited, for twelve months ended June 30, 2026.
11 Market share measurement based on volume sold and revenue. Market share information provided by CanAdelaar management, based on their surveying of Wietexperiment coffee shops in Q2 2026.
12 Base purchase price refers to the €57.5 million base amount before closing and post-closing adjustments including adjustments for CanAdelaar’s net debt position.
13 Based on CanAdelaar net revenue and CanAdelaar Adjusted EBITDA for the six months ended June 30, 2026, with CanAdelaar Adjusted EBITDA reflecting an add-back of €0.2M of legal expenses in the period. Annualized figures were calculated by multiplying CanAdelaar’s results for the six months ended June 30, 2026 by two. They are not actual full-year results or forecasts. The underlying unaudited financial information was provided by CanAdelaar management and prepared under Dutch generally accepted accounting principles (“Dutch GAAP”). CanAdelaar Adjusted EBITDA is a non-GAAP financial measure.
14 Coffee shop count sources: count within the Wietexperiment is CanAdelaar estimate as of October 2026, nationwide count source is Scientific Research and Data Center (WODC) of the Netherlands’ Ministry of Justice and Security, as of March 31, 2025; population source: Centraal Bureau voor de Statistiek.
15 Source: Scientific Research and Data Center (WODC) of the Netherlands’ Ministry of Justice and Security, September 9, 2026; https://www.wodc.nl/actueel/nieuws/2026/09/09/mogelijke-effecten-wietexperiment-nog-niet-vast-te-stellen; translated from Dutch.}

About Cronos
Cronos is a global cannabis company focused on scaling leading consumer goods products through R&D and innovation. With a passion to responsibly elevate the consumer experience, Cronos is building an iconic brand portfolio. Cronos’ diverse international brand portfolio includes Spinach®, PEACE NATURALS®, LIT™, Lord Jones® and C.O.G. For more information about Cronos and its brands, please visit: thecronosgroup.com.

Forward-Looking Statements
This press release may contain information that may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws and court decisions (collectively, “Forward-looking Statements”). All information contained herein that is not clearly historical in nature may constitute Forward-looking Statements. In some cases, Forward-looking Statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify Forward-looking Statements. Some of the Forward-looking Statements contained in this press release include statements regarding the integration of CanAdelaar and the anticipated strategic and financial benefits of the acquisition; Cronos’ borderless product strategy in the Netherlands; CanAdelaar’s future operations and management; the potential continuation or expansion of the Wietexperiment, its addressable market and its potential as a model for other countries; and the outcomes and financial effects of outstanding regulatory and environmental matters and related contractual adjustments and indemnities. Forward-looking Statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks. Forward-looking Statements are not guarantees of future performance, and actual results, performance or achievements may differ materially from those expressed or implied by them. A discussion of some of the material risks applicable to the Company can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, each of which has been filed on SEDAR+ and EDGAR and can be accessed at www.sedarplus.ca and www.sec.gov/edgar, respectively. Any Forward-looking Statement included in this press release is made as of the date of this press release and, except as required by law, Cronos disclaims any obligation to update or revise any Forward-looking Statement. Readers are cautioned not to put undue reliance on any Forward-looking Statement.

For further information, please contact:
Harrison Aaron
Investor Relations
Tel: (416) 504-0004
investor.relations@thecronosgroup.com

Media Inquiries
Tel: (416) 504-0004
media.relations@thecronosgroup.com

Dutch Media Contact
Daan Horbach
daan.horbach@bursonglobal.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Cronos pay to acquire CanAdelaar?

Cronos acquired all outstanding CanAdelaar shares for a €57.5 million base purchase price, subject to closing and post-closing adjustments. Additional cash consideration equals 0.5x CanAdelaar’s Normalized EBITDA, as defined in the purchase agreement, for each of 2026 and 2027.

What financial results did Cronos disclose for its CanAdelaar acquisition?

CanAdelaar’s annualized first-half 2026 net revenue was €41.6 million, with adjusted EBITDA of €20.1 million. These figures use unaudited Dutch GAAP information and are not actual full-year results or forecasts. Adjusted EBITDA is a non-GAAP measure; its decline from €24.2 million in the twelve months ended September 30, 2025 primarily reflects increased competition.

What valuation multiples did Cronos pay for CanAdelaar?

The base purchase price represents approximately 1.4x net revenue and 2.9x adjusted EBITDA, using annualized first-half 2026 results. Annualization doubled the six-month figures rather than forecasting full-year performance. Adjusted EBITDA includes an add-back of €0.2 million in legal expenses for the six-month period.

Will CanAdelaar’s management stay after the Cronos acquisition?

CanAdelaar’s existing management team will continue leading the business within Cronos’ global framework. Former CanAdelaar CEO Christopher Martens has been appointed General Manager, Cronos Netherlands.

How many Dutch retailers can Cronos’ CanAdelaar business supply?

CanAdelaar supplies nearly all 69 coffee shops participating in the Wietexperiment across ten municipalities, based on its October 2026 retailer-count estimate. Participating retailers must source cannabis exclusively from the program’s ten licensed producers. Amsterdam is not among the participating municipalities.