Last month, one of Canada’s largest cannabis retailers, High Tide, thrust its way into the booming German medical cannabis market by acquiring a majority stake in Remexian Pharma GmbH in a deal worth over €27m.
On September 02, this deal closed, with High Tide’s CEO Raj Grover calling one of the largest cannabis M&As of 2025 a ‘transformational moment’ for his company, which now has an immediate and significant foothold in the European cannabis market.
Just hours after the completion was announced, reports emerged of a legal warning (Abmahnung) levelled against Remexian by Berlin-based competitor Vayamed GmbH, miring both the company and the transaction in controversy.
However, the timing of this legal challenge and the piling in of numerous leading German cannabis operators suggests other motivations could be at play here.
On X, High Tide’s CEO Raj Grover stated in a series of posts: “These allegations surfaced just days before High Tide closed a 51% acquisition of Remexian. It’s hard to see this as a coincidence.
“The timing, coordinated letters and press campaigns from competitors suggest they are afraid of how this transaction might impact their businesses, rather than legitimate concerns regarding regulatory breaches.”
Before we explore these allegations, let’s take a step back…
High Tide’s acquisition of Remexian
High Tide closed the acquisition of a 51% equity stake in Remexian earlier this month, with the preliminary purchase price for the majority stake set at €27.2m
The payment is being made in three parts: just over two-fifths in High Tide shares, nearly a third in cash, and the remainder as a loan from Remexian’s sellers, which High Tide will repay by the end of 2029 with 7% annual interest. The company also has the option to buy the remaining 49% of Remexian at any point after two years, giving it the opportunity to take full control in the future.
Managed by Francesco Baganz and Stefan Adomeit, Remexian is licensed to import from 19 countries, and reported annualised revenue of €70 million and adjusted EBITDA of €15 million for the six months ended March 2025.
The company has grown rapidly in recent months, becoming one of the largest distributors of cannabis flower in Germany, selling seven tonnes in the second quarter of 2025, equivalent to 16% of the 43 tonnes imported nationally during the period.
What has High Tide said?
“High Tide’s acquisition of a majority stake in Remexian Pharma brings together one of Germany’s leading distributors with Canada’s largest cannabis retailer, strengthening supply for patients and pharmacies.
We are aware of recent allegations raised by certain competitors. These claims have already been challenged in court filings, and Remexian has obtained a binding undertaking from one competitor, Cansativa GmbH, not to repeat such assertions in public. Remexian’s products are fully compliant with German law, rigorously tested, and authorized under valid approvals issued by the Federal Institute for Drugs and Medical Devices (BfArM). No regulatory authority has raised any compliance concerns.
As with all acquisitions, the Share Purchase Agreement includes protections that shield High Tide from potential legacy liabilities.
It is not surprising that challenges emerged shortly after High Tide announced the majority acquisition, when Remexian’s strong fundamentals and competitive valuation became clear. Remexian’s profitability and market share stand in contrast to many peers who have commanded higher valuations despite lower earnings, and we believe that dynamic helps explain both the timing and tone of the recent allegations.
Importantly, Remexian already owns one of the largest wholesale distribution routes to market in Germany and does not rely on competitors to access pharmacies, which further underscores the competitive pressures behind these claims.
High Tide and Remexian remain focused on serving patients, supporting pharmacies, and building one of the strongest supply chains in Germany’s medical cannabis sector.”
- High Tide’s Chief Communications and Public Affairs Officer, Omar Khan
Is there more at play here?
One industry insider told Business of Cannabis that, given its strong financials and market reach, Remexian’s valuation was a sign of a ‘fire sale’.
Indeed, highly specific indemnities (which relate to the subsequent legal challenge) negotiated by the buyer appear in the transaction documents, suggesting that High Tide identified clear regulatory risks during due diligence.
In Section 12.1, the sellers agreed to indemnify High Tide against damages arising from the ‘use of AMRadV licences across multiple cannabis cultivars, or marketing different strains under one pharmaceutical name’.
A further clause (Section 12.2) makes clear that indemnification applies even if High Tide knew about these risks before signing.
However, a second anonymous source suggested the timing of the legal challenge may point to a different state of affairs.
Remexian’s valuation, which implies roughly a €53.3 million equity value for 100% of the business, is lower than many in the German market had expected, threatening the higher headline valuations of companies with weaker profitability.
High Tide’s acquisition, paying less than 1x in sales and ~3.6× EBITDA for a profitable wholesaler with meaningful market share, implies notably lower multiples than many cannabis assets have commanded historically.
This, in turn, anchors expectations downward for German distributors eyeing M&A deals as the market prepares for long-predicted consolidation.
Cansativa GmbH Spokesperson
“As Europe’s largest cannabis distributor, we carry a high level of responsibility and therefore maintain a close and ongoing exchange with all our partners to ensure compliance and a reliable patient supply. For reasons of confidentiality and commercial sensitivity, we do not comment on individual business relationships.”
Sanity Group Spokesperson
“Sanity Group and its subsidiary, Vayamed GmbH, are committed to upholding high regulatory standards in the German medical cannabis market.
As part of our ongoing efforts to ensure a fair and compliant marketplace, we monitor industry practices to safeguard patient safety and protect market integrity. In this context Vayamed GmbH, through its legal representatives, has raised concerns about potential violations of Germany’s Medicines Act.
These concerns were based on current regulatory requirements set by Germany’s Federal Institute for Drugs and Medical Devices (BfArM).
The timing of our actions was dictated solely by the availability of evidence necessary to substantiate our concerns. It will be up to the competent authorities and courts to assess and decide on this matter. As this matter relates to ongoing legal proceedings, we are unable to comment further at this point in time.”
- Business of Cannabis has also contacted Remexian for comment, but has received no responses at the time of publication.
The legal challenge
First reported by Canadian cannabis news publication Stratcann, the legal challenge accuses Remexian of breaching Germany’s Medicines Act (AMG) by marketing different cannabis cultivars under the same authorisation numbers, allegedly bypassing requirements that each strain requires an individual approval.
Vayamed’s complaint, filed by international law firm Hogan Lovells just days before the acquisition closed (August 26), highlights products sold under the brand Madrecan where multiple distinct cultivars such as Granddaddy OG, Wonder Punch, Mac Driver, and Shark Attack were listed under a single registration number.
While this would constitute a breach of the regulations, it’s widely accepted that the rule is overly bureaucratic with considerable overlap in the information of each application, which then takes months to be approved, losing companies’ revenue.
Given that the legal challenge was submitted around the time Remexian’s valuation was made public, questions arise over when these companies knew about the potential breaches, and why they chose to act on them when they did.
According to Stratcann, German distributor Cansativa has pulled Remexian’s products from its pharmacy shelves, and Sanity Group has sent a letter directly to Remexian questioning these alleged practices.
Grover said Remexian holds valid product licences from BfArM and that these remain in force despite recent changes to licensing rules. He added that Remexian obtained a legal opinion from Bird & Bird LLP confirming the company’s compliance, and stressed that no regulator has raised concerns.
Grover criticised the public circulation of warning letters and notices to pharmacies, calling them ‘slander’ under German unfair competition law. High Tide, he said, is taking legal action to stop such tactics.
