Dr Waseem Alzaher confirmed the proposed merger had been pulled just weeks after its initial public announcement.
The proposed merger between three of New Zealand’s largest medicinal cannabis companies has gone up in smoke after Green Leaf Group-owned Cannabis Clinic announced it had pulled out.
However, a two-way merger remains on track in its place.
The proposed merger announced in May would have seen Helius Therapeutics, Green Leaf Group and Elysian Group merge into a single company under the name Helius Health.
While contingent on the approval of Helius Therapeutics’ shareholders, it was a move those involved said could reshape the country’s medicinal cannabis landscape.
However, Cannabis Clinic founder and chief executive Dr Waseem Alzaher said while the decision wasn’t easy, he believed pulling the plug was the right thing for all companies involved.
“I think these things happen when you’re looking at mergers and going through that process, you get to learn more about how the entire structure would work, about each other’s cultures and how we approach things, we understand more about each other’s businesses as well,” Alzaher said.
“That’s why we mutually agreed and reached the conclusion that it would be better for us to work independently.”
Alzaher said the proposal had been spoken about between the parties for about two months before the announcement to the public.
After a further three weeks deep-diving on the proposal and deciding on how it would work, the decision was made for it not to proceed.
Alzaher said the decision to communicate proactively about the proposal was because of Helius Therapeutics’ shareholders and its responsibility to keep them involved, and he said he would do the process the same if given another opportunity.
“We’re still open to partnerships, to collaboration, to investment, to coming together, so that one plus one equals 10.
“The bigger picture for us is revolutionising healthcare, how healthcare is delivered, the systems, the expectations, how it’s centred around people.
“That’s a big mission. Our big area audacious goal is to have a million long-term clients with us, and that’s not going to happen overnight.”
As for what didn’t work between Cannabis Clinic and Helius Therapeutics, Alzaher said that their business cultures and visions were not necessarily aligned.
He viewed Cannabis Clinic as a “rebel” and a “misfit” trying to disrupt the system, and said the business’ time could be better spent helping more Kiwis instead.
Alzaher said he could see the businesses working together in the future, although not in the “foreseeable future”.
“With Helius they’ve got products that are New Zealand made and we’re still distributing them. We see them as a strategic partner for us moving forward.
“They believe in what we’re doing, we believe in what they’re doing, and we’re still talking to each other and on good terms.”
Despite the mutual decision for Cannabis Clinic to pull out of the proposed merger, Helius Therapeutics and Elsyian Group/CannaPlus have confirmed a two-way merger will now take its place.
Helius Therapeutics financial officer Bruce McEwen said the businesses expect to settle in August.
“What happens now – it’s full steam ahead with the execution of the new strategy and the merger with CannaPlus," McEwen said.
“Whilst it’s now a two not three-way merger and reduces overall scale, it doesn’t change the direction or effectiveness of the strategy. It does however make it simpler, enabling us to move faster.”
McEwen said Helius Therapeutics shareholders were firmly behind the strategy pivot to vertically integrate and the proposed two-party merger.
He said Helius Therapeutics and Cannabis Clinic had a strong mutual respect for each other and continued to be key business partners.
“After careful consideration we mutually agreed not to proceed with the proposed merger between Helius Therapeutics and Cannabis Clinic.
“Whilst there is strong alignment around increasing access to medicinal cannabis and reducing the stigma, we agreed that was better achieved independently.”
Helius Health chairman Guy Haddleton was unavailable for comment.
Elysian executive chairwoman Eva Piëch said the fundamentals of the transaction remained intact.
“The transition to a two-party merger between Elysian and Helius is a deliberate and strategically focused decision. It enhances clarity, accelerates execution, and strengthens alignment – not only operationally, but philosophically,” Piëch said.
“This structure allows for faster execution, clearer governance and greater strategic clarity. Our infrastructure, patient network and digital platform remain core to the combined strategy.”
Piëch said that as discussions matured with Cannabis Clinic, it became clear a three-party integration would introduce operational complexity and dilute strategic focus – without materially strengthening the core proposition.
She said the two-party plan would preserve strategic coherence and allow the pair to integrate with speed, purpose and precision.
“This two-way merger creates a clean, tightly aligned platform – one that enables rapid integration, strategic coherence and a stronger foundation for long-term innovation and growth.”
Tom Raynel is a multimedia business journalist for the Herald, covering small business, retail and tourism.