Effective December 31, 2020, EMERGE Commerce Ltd. ("EMERGE") (TSXV: ECOM), a leading acquirer and operator of niche e-commerce brands, closed the acquisition of all the issued and outstanding shares of truLOCAL Inc. for a total purchase price of up to $16.8 million.

The initial consideration payable by EMERGE consisted of the following: (i) $6.5 million paid in cash upon closing of the transaction; and (ii) 4,666,667 common shares of EMERGE. Two years from the date of the transaction, EMERGE will pay deferred cash consideration of $1.5 million so long as certain key employees remain with truLOCAL. In addition, a contingent earn-out of up to $4.5 million may be payable based on overall operating performance of truLOCAL over a two year period following closing, with up to $1.5 million in cash in the first year, and up to $1.5 million cash and up to $1.5 million in EMERGE shares in the second year. 

truLOCAL is a market leading, direct-to-consumer, locally sourced meat subscription service in Canada, with a growing presence in the US. It is headquartered in Kitchener, Ontario, with offices and facilities in Vancouver, Calgary and Chicago.

Gowling WLG advised EMERGE with respect to this transaction with a team that included Ian Palm, Radhika Vaidyanathan, Andrew Griffin and James Stewart (corporate/M&A) and Anita Yuk (tax).