Canopy Growth Corporation received overwhelming support from MTL Cannabis Corp. shareholders, who voted to approve the acquisition on February 17 2026. The special meeting produced a 99.97% approval rate on all shares cast and a 99.80% rate when minority‑protected shares were excluded, with 89% of eligible shares participating in the vote.
The transaction values MTL at approximately $125 million on a fully‑diluted equity basis and $179 million on an enterprise‑value basis. Shareholders will receive 0.32 of a Canopy Growth share and $0.144 in cash for each MTL share. MTL reported $84 million in net revenue and $11 million in operating cash flow for the twelve months ended September 30 2025, while Canopy Growth posted Q3 FY2026 consolidated net revenue of $75 million, flat year‑over‑year, and a net loss of $62.6 million.
Strategically, the deal combines MTL’s high‑quality indoor cultivation and its Canada House Clinics medical platform with Canopy Growth’s scale, distribution network, and international reach. The integration is expected to generate about $10 million in annual cost synergies within 18 months, strengthen the combined entity’s presence in Quebec, and expand its adult‑use market share across Canada. The acquisition also positions the company as Canada’s leading medical cannabis provider and enhances its ability to serve regulated international markets.
Canopy Growth’s recent recapitalization has extended debt maturities to January 2031 and increased cash reserves, giving the company a robust balance sheet and a financial runway through 2031. The company is targeting positive Adjusted EBITDA in FY2027 and has already shown improvement in its Q3 FY2026 results, with a net loss of only 1 cent per share versus a 76‑cent loss a year earlier. Gross margin stood at 29% in Q3, and Canada medical cannabis revenue grew 15% while adult‑use revenue rose 8% year‑over‑year.
"The strong shareholder support received today marks a significant milestone toward completing this strategically compelling combination of two organizations that will create Canada’s leading medical cannabis company," said Canopy Growth CEO Luc Mongeau. "By combining MTL’s cultivation capabilities with our scale, we’re creating a more robust and competitive platform for long-term success in the Canadian and regulated international markets. We’re grateful to MTL shareholders for endorsing this vision and look forward to the opportunities ahead." CFO Tom Stewart added, "Today, Canopy Growth moves forward from a position of strength, supported by a robust balance sheet, enhanced liquidity, extended debt maturities, and a clear strategic direction. We have created a financial runway through 2031, giving us the ability to seize opportunities for growth, building on the momentum of our previously announced acquisition of MTL Cannabis Corp."
The acquisition is expected to close before the end of March 2026, subject to customary closing conditions and regulatory approvals. The combined company will leverage MTL’s cultivation expertise and medical platform to accelerate growth, while Canopy Growth’s scale and international footprint will help monetize the expanded product portfolio and achieve the targeted synergies.
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