June 4 (Reuters) - Cannabis producer Green Thumb

Industries ( GTBIF ) is prepared to make an offer for a

potential merger deal with U.S.-based brewer Boston Beer ( SAM )

, according to a letter seen by Reuters.

Green Thumb CEO Ben Kovler in a letter to Boston Beer ( SAM )

founder Jim Koch on June 2 said a combination would allow the

cannabis producer, which is currently listed in Canada, to also

be listed on a major U.S. exchange.

Green Thumb's move comes after Boston Beer ( SAM ) said it was

"fully focused" on its business as an independent company after

the WSJ reported on Friday that Japanese whisky maker Suntory

Holdings was in early talks to acquire the U.S. brewer.

Suntory, however, said that it was not in negotiations to

acquire Boston Beer ( SAM ).

In Kovler's letter to Koch, which was sent after the WSJ

report on Suntory's interest, he said that Green Thumb would be

able to make a "superior and more valuable offer" for Boston

Beer ( SAM ).

Koch, who is also chairman of Boston Beer ( SAM ), has 100% of the

voting rights of the company's Class B stock, according to

Jefferies.

The WSJ earlier on Tuesday had first reported about Green

Thumb pursuing a merger with Boston Beer ( SAM ).

Green Thumb, in response to WSJ's report, said in a

statement that it would not comment. Boston Beer ( SAM ) also declined

to comment when contacted by Reuters.

A deal between Boston Beer ( SAM ) and Green Thumb could be

difficult to pull off, given that cannabis consumption remains

illegal at the federal level in the U.S., the WSJ had reported.

Green Thumb's Kovler in the letter also noted that a merger

with Boston Beer ( SAM ) will help the companies venture into multiple

product categories including pre-rolls, edibles, and drinks, as

well as vape, concentrates and topicals.

Shares of Boston Beer ( SAM ), which has a market capitalization of

roughly $3.6 billion, were down marginally in afternoon trade.

Including session moves, they have fallen about 4% since the

market close on Friday.