LEAMINGTON, ON, April 16, 2019 /PRNewswire/ - Aphria Inc.
("Aphria" or the "Company") (TSX: APHA and NYSE:
APHA), a leading global cannabis company, today announced that it
proposes to offer pursuant to a private placement US$300 million aggregate principal amount of
convertible senior notes due 2024 (the "notes"), subject to market
conditions and other factors. Aphria also intends to grant to the
initial purchasers of the notes an option, exercisable within
30-day period, to purchase up to an additional US$45 million aggregate principal amount of
notes. The notes are to be offered and sold to qualified
institutional buyers pursuant to Rule 144A under the U.S.
Securities Act of 1933, as amended (the "Act"), and outside
the United States to non-U.S.
persons in compliance with Regulation S under the Act.
Aphria expects to use the net proceeds from the offering of the
notes to support its international expansion initiatives, for
future acquisitions and for general corporate purposes, including
working capital requirements, in jurisdictions where federally and
nationally legal.
The notes will be senior unsecured obligations of Aphria and
accrue interest payable semi-annually in arrears. The notes
will be convertible in certain circumstances into cash, Aphria
common shares or a combination of cash and Aphria common shares, at
Aphria's election. The interest rate, initial conversion rate,
repurchase or redemption rights and other terms of the notes will
be determined at the time of pricing of the offering.
This news release is neither an offer to sell nor a solicitation
of an offer to buy the notes or the common shares of Aphria into
which the notes may be convertible and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
The offer and sale of the notes and any common shares of Aphria
issuable upon conversion of the notes have not been registered
under the Act or any state securities laws, or qualified for
distribution by prospectus in Canada, and may not be offered or sold in
the United States absent
registration or an applicable exemption from such registration
requirements, or sold in Canada
absent an exemption from the prospectus requirements of Canadian
securities laws.
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 regarding Aphria's ability to consummate
the offering, the final terms of the offering, the satisfaction of
customary closing conditions with respect to the offering of the
notes, prevailing market conditions, the anticipated use of net
proceeds of the offering of the notes, which could change as a
result of market conditions or for other reasons, and the impact of
general economic, industry or political conditions in the United States, Canada or internationally. 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
cannabis; inability to access sufficient capital from internal and
external sources, and/or inability to access sufficient capital on
favourable terms; the cannabis 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 identified in the Company's public
filings on SEDAR and EDGAR.
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.
The forward-looking statements included in this news release are
made as of the date of this news release and the Company does not
undertake an obligation to publicly update such forward-looking
statements to reflect new information, subsequent events or
otherwise unless required by applicable securities laws.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
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SOURCE Aphria Inc.