Aphria and Tilray are together at last
Aphria Inc. (“Aphria“) (TSX: APHA and NASDAQ: APHA), a leading global cannabis-lifestyle consumer packaged goods company inspiring and empowering the worldwide community to live their very best life, and Tilray, Inc. (“Tilray“) (NASDAQ: TLRY), a global pioneer in cannabis research, cultivation, production and distribution, are pleased to announce the launch of the website: www.aphriatilraytogether.com. This new, dedicated resource seeks to provide shareholders of both companies with pertinent information, news and updates leading up to the special meetings of shareholders at which Aphria’s and Tilray’s respective shareholders will vote on the resolutions necessary to implement the proposed business combination of the two companies (the “Transaction”). The website will also allow shareholders and other interested parties to register for Transaction updates that are made publicly available, so they receive information directly to their e-mail addresses.
As disclosed in the preliminary joint proxy statement and management information circular filed with regulators on February 19, 2021, both companies are pleased that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired in relation to the Transaction (the “HSR Clearance“). In addition, the companies have received a no-action letter from the Competition Bureau of Canada in respect of the Transaction (the “Competition Act Approval“), which confirms that the Competition Bureau does not intend to challenge the Transaction under the Competition Act (Canada). The receipt of the HSR Clearance and the Competition Act Approval are two of the required regulatory clearances that need to be obtained to satisfy the conditions to closing of the Transaction. The closing of the Transaction is currently expected to occur in the second quarter of calendar year 2021.
Irwin D. Simon, Aphria’s Chairman and Chief Executive Officer commented, “The receipt of HSR Clearance and Competition Act Approval represent a significant step forward in bringing together these two companies, and we are incredibly pleased that we remain on track to complete our business combination in the second quarter of calendar year 2021. Together, Aphria and Tilray expect to have a robust strategic footprint in Canada and internationally with the operational scale necessary to compete more effectively in today’s consolidating cannabis market. We believe our strong, flexible balance sheet, cash position and access to capital will provide us with the ability to accelerate long-term sustainable growth and deliver attractive returns for shareholders.”
Benefits of the Transaction to Aphria Shareholders and Tilray Stockholders
The Boards of Directors of both companies believe that, at this stage of development and expansion of the global cannabis market, those companies with financial strength and leading geographic scale, product range and brand expertise are most likely to succeed in the long-term. Further, the Boards of Directors of both companies believe that the combination of Aphria and Tilray is expected to unlock significant shareholder value as follows:
- The combination of Aphria and Tilray will create the world’s largest global cannabis company with pro forma revenue of US$685 million (C$874 million) for the last 12 months as reported by each company prior to the date of the announcement of the Transaction on December 16, 2020, the highest in the global cannabis industry.
- To meet demand, the combined company will have state-of-the-art cultivation, processing and manufacturing facilities, as well as a complete portfolio of branded cannabis 2.0 products to strengthen its leadership position in Canada.
- Internationally, the combined company will be well-positioned to pursue growth opportunities with its strong medical cannabis brands, distribution network in Germany and end-to-end European Union Good Manufacturing Practices supply chain, which includes its production facilities in Portugal and Germany.
- In the United States, the combined company will have a strong consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater Brewing Company, LLC, a leading cannabis lifestyle branded craft brewer, and Manitoba Harvest USA, LLC, a pioneer in branded hemp, CBD and wellness products with access to 17,000 stores in North America. In the event of federal permissibility in the United States, the combined company expects to be well-positioned to compete in the U.S. cannabis market given its existing strong brands and distribution system in addition to its track record of growth in consumer-packaged goods and cannabis products.
- The combination of Aphria and Tilray is expected to deliver approximately US$78 million (C$100 million) of annual pre-tax cost synergies within 24 months of the completion of the Transaction. The combined company expects to achieve cost synergies in the key areas of cultivation and production, cannabis and product purchasing, sales and marketing, and corporate expenses.
If you are an Aphria shareholder and have any questions, please contact Laurel Hill Advisory Group, Aphria’s proxy solicitation agent, by telephone at 1-877-452-7184 toll-free in North America or at 416-304-0211 for collect calls outside of North America or by email at email@example.com.
If you are a Tilray shareholder and have any questions, please contact MacKenzie Partners, Tilray’s proxy solicitation agent, by telephone at 1-800-322-2885 toll-free in North America or at 1-212-929-5500 for collect calls outside of North America or by email at firstname.lastname@example.org.
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About Aphria Inc.
Aphria Inc. is a leading global cannabis-lifestyle consumer packaged goods company with operations in Canada, United States, Europe and Latin America, that is changing people’s lives for the better – one person at a time – by inspiring and empowering the worldwide community to live their very best life by providing them with products that meet the needs of their mind, body and soul and invoke a sense of wellbeing. Aphria’s mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products. Headquartered in Leamington, Ontario, Aphria cultivates, processes, markets and sells medical and adult-use cannabis, cannabis-derived extracts and derivative cannabis products in Canada under the provisions of the Cannabis Act and globally pursuant to applicable international regulations. Aphria also manufactures, markets and sells alcoholic beverages in the United States.
Tilray (Nasdaq: TLRY) is a global pioneer in the research, cultivation, production, and distribution of cannabis and cannabinoids currently serving tens of thousands of patients and consumers in 17 countries spanning five continents.