Tilray, Inc. Completes Merger With Privateer Holdings, Inc.
December 13 2019 - 8:00AM
Business Wire
Tilray, Inc. (“Tilray” or the “Company”) (Nasdaq:TLRY), a global
pioneer in cannabis research, cultivation, production and
distribution, today announced that the merger with Privateer
Holdings, Inc. (“Privateer”), closed on December 12, 2019.
Mark Castaneda, Chief Financial Officer of Tilray, said: “We
appreciate the long-term confidence that Privateer has in the
Tilray business and we look forward to having their investors as
part of our stockholder base. We believe this transaction will give
Tilray greater control and operating flexibility, while allowing us
to effectively manage our public float.”
Pursuant to the merger, all of Privateer’s capital stock
outstanding immediately prior to the effective time of the merger
(excluding certain shares) were cancelled and automatically
converted solely into the right to receive the applicable portion
of an aggregate shares of Tilray Class 2 common stock and shares of
Tilray Class 1 common stock (inclusive of shares of Tilray Class 2
common stock held in escrow for contingent release to Privateer’s
stockholders) issuable as consideration in merger. Tilray did not
pay any cash consideration in connection with the merger.
As previously disclosed, each Privateer equity holder who
received the shares of Tilray stock in the merger is subject to a
lock-up allowing for the sale of such shares only under certain
circumstances over a two-year period. During the first year
following the closing of the merger, shares will be released only
pursuant to certain offerings or sales arranged by and at the
discretion of Tilray. At the end of the first year, to the extent
not already released at Tilray’s discretion as a result of the
aforementioned offerings or sales, 50 percent of the total shares
subject to the lock-up will be released. Over the course of the
second year following closing, the remaining shares will be subject
to a staggered release in four equal quarterly increments.
About Tilray® Tilray 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 13 countries spanning five continents.
Forward Looking Statements This press release contains
“forward-looking statements” within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and “forward-looking
information” within the meaning of Canadian securities laws, or
collectively, forward-looking statements. Forward-looking
statements in this press release may be identified by the use of
words such as, “may”, “would”, “could”, “will”, “likely”, “expect”,
“anticipate”, “believe, “intend”, “plan”, “forecast”, “project”,
“estimate”, “outlook” and other similar expressions and includes
statements regarding future sales of Tilray stock. Forward-looking
statements are not a guarantee of future performance and are based
upon a number of estimates and assumptions of management in light
of management’s experience and perception of trends, current
conditions and expected developments, as well as other factors that
management believes to be relevant and reasonable in the
circumstances, including assumptions in respect of current and
future market conditions, the current and future regulatory
environment and future approvals and permits. Actual results,
performance or achievement could differ materially from that
expressed in, or implied by, any forward-looking statements in this
press release, and, accordingly, you should not place undue
reliance on any such forward-looking statements and they are not
guarantees of future results. Please see the heading “Risk Factors”
in Tilray’s Quarterly Report on Form 10-Q, which was filed with the
Securities and Exchange Commission on November 13, 2019, for a
discussion of the material risk factors that could cause actual
results to differ materially from the forward-looking information.
Tilray does not undertake to update any forward-looking statements
that are included herein, except in accordance with applicable
securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191213005056/en/
Media: Chrissy Roebuck, +1-833-206-8161, news@tilray.com
Investors: Rachel Perkins, +1-646-277-1221,
rachel.perkins@icrinc.com
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Sep 2023 to Sep 2024