Ascent Industries (ASNT.C) completes Canadian asset sale to mystery buyer BZAM

The list of potential buyers was thick. When Ascent Industries (ASNT.C) opened the doors to offers for their recently delicensed Agrima BC cannabis facility and the rights to a nearby 600k sq ft vegetable greenhouse, few Canadian LPs had better things to do than make an offer.

But one outfit beat all the others; Gulf Bridge, and its subsidiary BZAM Management, posted what was considered to be a superior offer. That set off somewhat of a Scooby Doo-like mystery, in that few had heard of Gulf Bridge or BZAM before.

Previous management and founders of Ascent attempted to circle the wagons and beat away the purchase by uniting shareholders but, when that failed and bids were reopened, Gulf Bridge came back in with a second offer, winning the contest again.

Today, ASNT announced it had conceded its Canadian assets to BZAM for a decent amount.

Ascent Industries Corp. (CSE: ASNT) advises that on April 5, 2019, Ascent, together with its subsidiaries, Agrima Botanicals Corp., Bloom Holdings Ltd., Bloom Meadows Corp., Pinecone Products Ltd., and Agrima Scientific Corp. completed the sale of substantially all of the assets and the assumption of certain liabilities comprising the Canadian business of the Vendors to BZAM Management Ltd.

On April 8, 2019, Ascent and the Purchaser completed the previously announced assignment of the Vendors’ obligations to purchase a greenhouse located in Pitt Meadows, British Columbia.

The aggregate value of these transactions is approximately $41.5 million, comprised of $29 million of cash consideration and the assumption of liabilities of approximately $12.5 million.

The identity of Gulf Bridge’s ownership isn’t a publicly available piece of information presently, though Mark Rendell of the Globe and Mail found what appears to be the ownership group through digging documents in the UK and the Cayman Islands.

It remains unclear exactly who is behind Gulf Bridge, although there are clues pointing to Kuwaiti billionaire Bassam Alghanim. Gulf Bridge is domiciled in the Cayman Islands and registered to the address of Appleby, a prominent offshore law firm that was the subject of a large data leak known as the Paradise Papers.

According to Paradise Paper data, accessible through an online portal run by The International Consortium of Investigative Journalists, Mr. Alghanim is a shareholder of Gulf Bridge Ltd.

Furthermore, the Ascent deal is being done through a Gulf Bridge subsidiary called BZAM Management Ltd. Mr. Alghanim is the director of a U.K. company called BZAM International Ltd.

According to Rendell, BZAM has no Canadian employees, which helped make a case to the courts that their bid would be most likely to protect local jobs at the facility.

That appears true, as we’ve found the company is advertising for executives.

Headquartered in Vancouver, BZAM has already made two acquisitions representing 150,000 square feet of production capacity in two separate facilities. It is very well supported by family office capital as it builds its corporate management team, shapes its brand, and acquires additional capacity with an initial revenue target of $250 million by 2020.

BZAM is looking for General Counsel, a Chief Compliance Officer, Head of Security, and a CFO.

Ascent stock is currently halted at a $25 million market cap which, from a strictly opportunistic perspective, presents an arbitrage opportunity for shareholders with $29m in cash landing and debts wiped.

The cash from the Canadian sale is more than the cap, with the company still possessing international assets that could be worth a wedge. that said, there’s work to do to flesh those out.

The company’s Nevada asset is under pressure from that state’s regulators, which have asked the company to explain why it shouldn’t be delicensed for a situation involving what authorities called an illegal tasting lounge, record keeping and inventory errors, and the ongoing Health Canada licensing issues.

The company take on the tasting lounge issue is, according to my sources, they believe they will be cleared of wrongdoing because the ‘lounge’ in question was actually a hotel room where the company was showing products to potential resellers/vendors. That issue will hinge on what the definition of a tasting lounge is.

At worst, the Nevada problem could see the company lose its license, which would likely see it look to flip the asset. If they can work out their differences, the facility will have revenue potential and higher potential sale value.

In Portland, Ascent owns the Sweet Oregon brand which is operational out of a 7k sq ft warehouse, which has the potential to either continue to be run as the base of forward operations, or flipped for more cash.

Sweet Cannabis Oregon Facility – Portland, Oregon, USA from Ascent Industries Corp. on Vimeo.

In Denmark, where the company also has holdings, our digging has found that an ‘intermediate product manufacturer’ license (essentially a processing/import license) is unlikely going forward, at least in the short term, with the Danish regulators listing Agrima Botanicals ApS on February 5, 2019 as “application suspended on your own request.” That’s not to say a license if off the table, just that the company isn’t pursuing it currently.

Only four of 13 companies that have applied for that license have been granted one currently.

How Ascent found itself in this mess continues to be a mystery, with recent buzz that a competing LP had pointed a finger at the company, claiming malfeasance, while ASNT was openly working with Health Canada to get products sold under its previous MMAR licensing off the shelves of dispensaries. I’m hearing that same LP made a lowball offer to purchase the ASNT facilities just before the Health Canada hammer came down.

Skeezy business. But, at least, today the whole episode came closer to solved.

— Chris Parry

FULL DISCLOSURE: Ascent Industries has previously been an Equity.Guru marketing client and the author owns stock in the company.

Disclaimer: ALWAYS DO YOUR OWN RESEARCH and consult with a licensed investment professional before making an investment. This communication should not be used as a basis for making any investment.

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Tobogganneer
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As a newish investor without prior experience of this kind of takeover, what actually happens next? I have a small amount of ascent and have been wondering what actually happens to these shares…