Comment on STENOCAREs acquisition of CannGros ApS


On November 17th, STENOCARE A/S (“STENOCARE” or “the Company”) announced that the Company has entered into a share purchase agreement with DanCann Pharma A/S (“DanCann”) to acquire 100% of the shares in CannGros ApS (“CannGros”), a wholly owned subsidiary of DanCann. Through the agreement, Stenocare adds a new product category to its portfolio and becomes the market leading medical cannabis supplier in Denmark. The transaction is executed as a share exchange, where 5,000,000 new Stenocare shares will be issued to DanCann.


Analyst Group’s View of the Acquisition

STENOCARE has long been a market leader within oil-based medical cannabis, and with the announced acquisition of CannGros, the Company now enters the flower segment within medical cannabis, where CannGros has been the leading supplier of Bedrogan medical cannabis flower products in Denmark since 2018. Analyst Group views the acquisition positively, as it broadens STENOCARE’s therapeutic offering, adds a portfolio of well-established and fast-growing products, and provides immediate access to a large and recurring patient base. Combined with clear strategic fit, meaningful revenue potential, and expected operational synergies, the acquisition is assessed to strengthen STENOCARE’s market position and support the Company’s continued growth and profitability trajectory.

Strategic Fit and Synergy Potential

STENOCARE will integrate CannGros’ five approved products into its Danish portfolio and operate under two distinct product brands: STENOCARE for oil-based formulations and CannGros for flower-based alternatives. CannGros’ offering primarily consists of Bedrogan medical cannabis flower products, which are standardized, pharmaceutical-grade formulations produced under stringent GMP conditions and widely utilized in prescription-based therapy across Europe. The Company expects the acquisition to contribute DKK 4–6m in revenue during 2026. Based on available market data, prescription-based flower products account for approximately DKK 11m annually in Denmark, representing around 60% of the total market. Using the midpoint of STENOCARE’s guidance for 2026 (DKK 5m), this implies an estimated market share of roughly 45%, positioning CannGros as the leading supplier of prescription-based flower products in Denmark. Moreover, the category continues to expand, with market growth of 28% over the past 18 months.

The flower category complements STENOCARE’s existing oil-based products, offering fast onset and shorter duration of effect, while the oil formulations provide a slower onset but longer-lasting relief. Flower products are often used for acute symptom management, with effects occurring within minutes, compared with 30–90 minutes for oils, which instead offer prolonged efficacy of 6–8 hours versus 2–4 hours for flower. Combined, these product characteristics enable STENOCARE to broaden its therapeutic offering and address a wider spectrum of patient needs, strengthening its position within both flower- and oil-based medical cannabis segments.

Additionally, the acquisition expands STENOCARE’s portfolio from four to nine products without requiring new regulatory approvals from the Danish Medicines Agency, thereby accelerating time-to-market within a growing treatment category. 5 products would take approx 5 years of regulatory approval process with the Danish Medicines Agency.

Analyst Group also expects cost synergies, as STENOCARE should be able to integrate the CannGros products into its current operating platform without materially increasing its cost base. The Company already has manufacturing and logistics infrastructure in place that is expected to accommodate the expanded product range.

With projected annual revenue of DKK 4–6m from CannGros and the recurring demand associated with its well-established brand, prescriber relationships, and loyal patient base, the acquisition is anticipated to support STENOCARE’s earnings and cash flow development. Given that STENOCARE has reached EBITDA break-even in recent quarters and considering the expected synergies from the transaction, Analyst Group assesses that the Company is well positioned to meet its 2026 break-even target, with good potential to deliver results exceeding this level.

Terms and Conditions

STENOCARE will acquire 100% of the shares in CannGros from DanCann through issuance of 5,000,000 shares, where all assets, licenses, and business activities of CannGros are included with the acquisition. CannGros is acquired free of debt and other financial burdens. Thereby, there will be no cash transfer or debt conversion, and the number of outstanding shares will increase from 38,403,745 to 43,403,745, corresponding to a dilution effect of 11.6% for existing shareholders. Based on a VWAP of STENOCARE’s share price during the last 90 days of DKK 1.54, this represents a purchase price of DKK 7.7m and based on the VWAP in the last 30 days of DKK 2.1, it represents a purchase price of DKK 10.5m.

Financials and Valuation of the Acquisition

Over the last twelve reported months, STENOCARE generated net sales of DKK 5.7m. Based on the Company’s guidance indicating that CannGros is expected to contribute DKK 4–6m in revenue during 2026, the acquisition represents an increase of approximately 71–106% in annual sales for STENOCARE. Using the volume-weighted average price (VWAP) over the past 90 and 30 trading days of DKK 1.5 and DKK 2.1 respectively, STENOCARE is currently trading at a P/S multiple of 10.2x and 14.2x, depending on the time period applied. Based on the closing price on 17 November of DKK 2.72, the Company is valued at a P/S multiple of 18.4x LTM.

Regarding the valuation of CannGros, the implied purchase consideration varies depending on the share price applied to the 5,000,000 newly issued STENOCARE shares. Using the 90-day and 30-day VWAPs of DKK 1.5 and DKK 2.1, the acquisition corresponds to valuations of DKK 7.5m and DKK 10.5m, respectively. Applying the last closing price of DKK 2.72 results in a valuation of DKK 13.6m.

The table below illustrates STENOCARE’s LTM P/S multiple and Analyst Group’s estimated P/S multiple based on projected 2026 sales (excluding CannGros), alongside the implied acquisition multiples for CannGros using the mid-point of its 2026 revenue guidance (DKK 5m) under different valuation scenarios.

Across all valuation approaches, the CannGros acquisition is executed at a materially lower sales multiple than that at which STENOCARE itself is currently valued, thereby creating multiple arbitrage. Furthermore, by applying our target P/S multiple of 3x in our equity research report of the Company, on CannGros guided 2026 sales (mid-point) and discounting at 14%, we derive a present value of approximately DKK 13m, which compares favorably with the acquisition price range of DKK 7.5–13.6m depending on the pricing method used.

It should also be noted that Analyst Group expects STENOCARE to become a larger and more profitable company following the acquisition, which supports a higher valuation over time. In our view, the purchase consideration is attractive across all valuation methods, as the transaction is made at a lower multiple than STENOCARE’s own trading levels and brings both strategic and financial synergies by expanding the Company into a growing segment of flower-based medical cannabis while strengthening profitability.

In conclusion, Analyst Group considers the acquisition of CannGros to be both strategically and financially compelling for STENOCARE. The transaction broadens the Company’s product portfolio from four to nine treatments, strengthens its presence in the fast-growing flower segment, and enables STENOCARE to address a wider range of patient needs through complementary oil- and flower-based formulations. With CannGros expected to contribute DKK 4–6m in revenue in 2026, equivalent to a 71–106% uplift versus STENOCARE’s current LTM sales, the deal provides meaningful top-line expansion while leveraging existing operational infrastructure, thereby generating cost synergies. Moreover, the acquisition is executed at a lower sales multiple than STENOCARE’s own valuation, which in combination with the expected synergies creates an attractive purchase price according to Analyst Group. Combined with CannGros’ strong market position, recurring demand profile, and STENOCARE’s recent progress toward EBITDA break-even, the acquisition is expected to support improved earnings, strengthen cash flow, and reinforce the Company’s path toward reaching and potentially exceeding its 2026 profitability target.