LEAMINGTON, ON, Feb. 20,
2018 /CNW/ - Aphria Inc. ("Aphria" or the "Company")
(TSX: APH and US OTC: APHQF) announces today that it
has entered into an amending agreement (the "Amendment") to
the previously announced arrangement agreement (the "Arrangement
Agreement") dated January 28,
2018 between Aphria and Nuuvera Inc. ('Nuuvera")
whereby the Company and Nuuvera have agreed to amend the
Arrangement Agreement to reduce both the required level of
unrestricted cash and the consideration payable to holders of
Nuuvera's common shares (each a "Nuuvera Share"). The
consideration under the Amendment has been reduced from
$1.00 in cash plus 0.3546 of an
Aphria common share (each an "Aphria Share") for each
Nuuvera Share to $0.60 in cash plus
0.3546 of an Aphria Share for each Nuuvera Share.
Aphria had previously announced in connection with the
Arrangement Agreement that it had secured irrevocable hard lock ups
(the "Lock-Ups") from Nuuvera shareholders (the "Lock Up
Shareholders") representing more than a majority of both the
currently outstanding Nuuvera Shares and the "minority" Nuuvera
shareholders to vote in favour of the Arrangement
Agreement. In connection with the Amendment, Aphria has sought
and received consent from Lock-Up Shareholders that, together with
Nuuvera Shares already owned by Aphria, represent approximately 65%
of the currently outstanding Nuuvera Shares and over 57% of the
requisite minority shareholders of Nuuvera, to the reduction of
consideration under the Arrangement Agreement.
In connection with the Amendment, the board of directors of
Aphria received an opinion from its financial advisor, Cormark
Securities, that, as of February 19,
2018, and subject to the assumptions, limitations and
qualifications on which such opinion is based, the consideration to
be offered by Aphria in respect of the Arrangement, as amended by
the Amendment, is fair, from a financial point of view, to
Aphria.
The completion of the transaction contemplated under the
Arrangement Agreement and the Amendment is not expected to be
delayed and the transaction is expected to close in April,
2018.
We Have a Good Thing Growing.
About Aphria
Aphria Inc., one of Canada's
lowest cost producers, produces, supplies and sells medical
cannabis. Located in Leamington,
Ontario, the greenhouse capital of Canada, Aphria is truly powered by sunlight,
allowing for the most natural growing conditions available. Aphria
is committed to providing pharma-grade medical cannabis, superior
patient care while balancing patient economics and returns to
shareholders.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain
information in this news release constitutes forward-looking
statements under applicable securities laws. Any statements that
are contained in this news release that are not statements of
historical fact may be deemed to be forward-looking statements.
Forward looking statements are often identified by terms such as
"may", "should", "anticipate", "expect", "potential", "believe",
"intend" or the negative of these terms and similar expressions.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to internal expectations,
estimated margins, expectations relating to the Expansion and the
anticipated benefits resulting therefrom, expectations for future
growing capacity and costs, and expectations with respect to future
production costs. Forward-looking statements necessarily involve
known and unknown risks, including, without limitation, risks
associated with general economic conditions; adverse industry
events; marketing costs; loss of markets; future legislative and
regulatory developments involving medical marijuana; inability to
access sufficient capital from internal and external sources,
and/or inability to access sufficient capital on favourable terms;
the medical marijuana industry in Canada generally, income tax and regulatory
matters; the ability of Aphria to implement its business
strategies; competition; crop failure; currency and interest rate
fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those
anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
SOURCE Aphria Inc.