Canopy Growth Obtains Shareholder Approval to Move Ahead With Canopy USA: Here’s What It Means for Investors

Canopy Growth (CGC 2.41%) is moving ahead with its plans for Canopy USA. After shareholders voted overwhelmingly in favor of its latest growth strategy for the U.S. pot market, the company is ready to take the next steps. Here’s a look at what will those steps be, what they mean for investors, and whether these developments make Canopy Growth a better buy moving forward.

What’s next for Canopy Growth?

Now that it has obtained shareholder approval, Canopy Growth has created a new class of exchangeable shares. Although they have no voting rights or dissolution rights, they can be converted into shares. And it is through these exchangeable shares that Canopy Growth can create a structure where it can have an interest in Canopy USA, execute acquisitions, and not disrupt its listing on the Nasdaq Stock Market.

Beer maker Constellation Brands has already converted its shares into the exchangeable shares and there has been a reshuffling of Canopy Growth’s board of directors. The move comes as Constellation Brands looks to eliminate the impact of the pot producer’s losses on its financials and as it distances itself from the struggling company. Constellation Brands invested $4 billion into Canopy Growth back into 2018, in a move that simply hasn’t paid off for the business.

Further ahead, Canopy USA will exercise options to acquire U.S.-based cannabis companies Wana Brands, Jetty Extracts, and Acreage Holdings. It may take until the end of fiscal 2025 for all the deals to complete — the company’s year ends on March 31, which means it’ll take approximately 12 months or less to completion.

What does this mean for investors?

This is a big, complex strategy for Canopy Growth all in an effort to close on its pending deals with U.S.-based companies while being able to maintain its listing on the Nasdaq. But the key thing to remember, however, is that Canopy USA is still separate from Canopy Growth. The results won’t be consolidated and Canopy Growth will only have a non-controlling interest in Canopy USA, its special purpose vehicle.

The company won’t be able to include Canopy USA’s numbers in its actual results. But just because it can’t doesn’t mean Canopy Growth won’t do its best to show that through an adjusted calculation. “While Canopy Growth will not consolidate the financial results of Canopy USA, Canopy Growth expects to highlight the value of Canopy USA’s U.S. THC assets to investors following their acquisition,” the company said in a statement.

My suspicion is that the company will have an adjusted revenue figure to show investors what its top line would be if it included Canopy USA within its results. By doing that, the company can highlight a U.S. and Canadian growth rate as well.

The company’s growth rate has been underwhelming of late, particularly as it has been selling off assets in an effort to be leaner and to bring down its expenses. For the last three months of 2023, Canopy Growth’s net revenue totaled 78.5 million Canadian dollars and was down 7% year over year. While its net loss did shrink from CA$264.4 million to CA$216.8 million, the cannabis company remains deep in the red.

Does this make Canopy Growth a better buy?

Canopy Growth has finally found a way, through Canopy USA, to exercise the options it has on U.S. cannabis companies but it’s still no closer to entering the U.S. pot market itself. And the bigger issue remains that the company’s fundamentals are abysmal. And investors shouldn’t forget that many marijuana companies in the U.S. are unprofitable as well — even if Canopy Growth did acquire these companies and consolidate their results, it wouldn’t necessarily lead to profitability for the business.

For now, this remains a risky pot stock that investors are probably better off steering clear of.