Tilray, Inc. (NASDAQ: TLRY), a global pioneer in cannabis
research, cultivation, production, and distribution, today
announced that the Tilray board of directors approved an amendment
to the Company’s bylaws to reduce the quorum requirement for
shareholder meetings from shareholders representing a majority of
the voting power of the outstanding shares entitled to vote to
one-third of the voting power of the outstanding shares entitled to
vote.
In connection with the proposed business combination between
Aphria Inc. (“Aphria”) and Tilray (the
“Transaction”), Aphria and Tilray have each agreed to waive
the mutual condition precedent to the consummation of the
Transaction that Tilray amend its amended and restated certificate
of incorporation (the “Charter Amendment Proposal”) in the
event that the Charter Amendment Proposal is not approved by the
Tilray stockholders at the Tilray special meeting scheduled for
April 30 at 11:00 a.m. Eastern time (the “Tilray Special
Meeting”).
All Tilray stockholders are encouraged to have their voices
heard in regard to the Transaction, regardless of the number of
shares held. Tilray stockholders who have not already voted, or
wish to change their vote, are strongly encouraged to do so. Tilray
stockholders who held shares as of the March 12, 2021 record date
are eligible to vote those shares at the Tilray Special
Meeting.
Tilray stockholders who have already voted do not need to recast
their votes. Proxies previously submitted will be voted at the
reconvened meeting unless properly revoked.
If Tilray stockholders have questions or need additional
information regarding the Transaction, Tilray stockholders are
encouraged to contact Tilray’s shareholder communications advisor
and proxy solicitation agent, Mackenzie Partners, Inc. by toll-free
at 1-800-322-2885 or by e-mail at proxy@mackenziepartners.com.
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 17
countries spanning five continents.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this communication constitutes
forward-looking information or forward-looking statements
(together, “forward-looking statements”) under Canadian securities
laws and within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, which are intended to be covered by the safe
harbor created by such sections and other applicable laws. The
forward-looking statements are expressly qualified by this
cautionary statement. Forward-looking statements are provided for
the purpose of presenting information about management’s current
expectations and plans relating to the future, and readers are
cautioned that such statements may not be appropriate for other
purposes. Any information or statements that are contained in this
communication that are not statements of historical fact may be
deemed to be forward-looking statements, including, but not limited
to, statements in this communication with regards to: (i)
statements relating to the strategic business combination of Aphria
and Tilray and the expected timing and closing of the Transaction;
the Transaction including, receipt of required shareholder
approvals, court approvals and satisfaction of other closing
customary conditions; (ii) estimates of pro-forma financial
information of the Combined Company, including in respect of
expected revenues and production of cannabis; (iii) the expected
strategic and financial benefits of the business combination,
including estimates of future cost reductions, synergies, including
expected pre-tax synergies, savings and efficiencies; (iv)
statements that the Combined Company anticipates having scalable
medical and adult-use cannabis platforms expected to strengthen the
leadership position in Canada, internationally and, eventually in
the United States; (v) statements that the Combined Company is
expected to offer a diversified and branded product offering and
distribution footprint, state-of-the-art cultivation, processing
and manufacturing facilities; (vi) statements in respect of
operational efficiencies expected to be generated as a result of
the Transaction in the amount of approximately C$100 million of
pre-tax annual cost synergies; (vii) statements regarding the value
and returns to shareholders expected to be generated by the
business combination; (viii) expectations of future balance sheet
strength and future equity; (ix) expectations regarding the
Combined Company’s future M&A strategy; and (x) the expectation
that the Combined Company’s shares will be listed on the Toronto
Stock Exchange concurrently with, or as soon as possible after, the
closing of the Transaction. Aphria and Tilray use words such as
“forecast”, “future”, “should”, “could”, “enable”, “potential”,
contemplate”, “believe”, “anticipate”, “estimate”, “plan”,
“expect”, “intend”, “may”, “project”, “will”, “would” and the
negative of these terms or similar expressions to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. Certain material
factors or assumptions were used in drawing the conclusions
contained in the forward-looking statements throughout this
communication, including the ability of the parties to receive, in
a timely manner and on satisfactory terms, the necessary
shareholder and court approvals for the Transaction, the ability of
the parties to satisfy, in a timely manner, the conditions to
closing of the Transaction and other expectations and assumptions
concerning the Transaction. Forward-looking statements reflect
current beliefs of management of Aphria and Tilray with respect to
future events and are based on information currently available to
each respective management team including the reasonable
assumptions, estimates, analysis and opinions of management of
Aphria and Tilray considering their experience, perception of
trends, current conditions and expected developments as well as
other factors that each respective management believes to be
relevant as at the date such statements are made. Forward-looking
statements involve significant known and unknown risks and
uncertainties. Many factors could cause actual results, performance
or achievement to be materially different from any future
forward-looking statements. Factors that may cause such differences
include, but are not limited to, risks assumptions and expectations
described in Aphria’s and Tilray’s critical accounting policies and
estimates; the adoption and impact of certain accounting
pronouncements; Aphria’s and Tilray’s future financial and
operating performance; the competitive and business strategies of
Aphria and Tilray; the intention to grow the business, operations
and potential activities of Aphria and Tilray; the ability of
Aphria and Tilray to complete the Transaction; Aphria’s and
Tilray’s ability to provide a return on investment; Aphria’s and
Tilray’s ability to maintain a strong financial position and manage
costs, the ability of Aphria and Tilray to maximize the utilization
of their existing assets and investments and that the completion of
the Transaction is subject to the satisfaction or waiver of a
number of conditions as set forth in the Arrangement Agreement.
There can be no assurance as to when these conditions will be
satisfied or waived, if at all, or that other events will not
intervene to delay or result in the failure to complete the
Transaction. There is a risk that some or all the expected benefits
of the Transaction may fail to materialize or may not occur within
the time periods anticipated by Aphria and Tilray. The challenge of
coordinating previously independent businesses makes evaluating the
business and future financial prospects of the Combined Company
following the Transaction difficult. Material risks that could
cause actual results to differ from forward-looking statements also
include the inherent uncertainty associated with the financial and
other projections a well as market changes arising from
governmental actions or market conditions in response to the
COVID-19 public health crisis; the prompt and effective integration
of the Combined Company; the ability to achieve the anticipated
synergies and value-creation contemplated by the Transaction; the
risk associated with Aphria’s and Tilray’s ability to obtain the
approval of the proposed transaction by their shareholders required
to consummate the Transaction and the timing of the closing of the
Transaction, including the risk that the conditions to the
Transaction are not satisfied on a timely basis or at all; the risk
that a consent or authorization that may be required for the
Transaction is not obtained or is obtained subject to conditions
that are not anticipated; the outcome of any legal proceedings that
may be instituted against the parties and others related to the
Arrangement Agreement; unanticipated difficulties or expenditures
relating to the Transaction, the response of business partners and
retention as a result of the announcement and pendency of the
Transaction; risks relating to the value of Tilray’s common stock
to be issued in connection with the transaction; the impact of
competitive responses to the announcement of the Transaction; and
the diversion of management time on transaction-related issues.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Other risks and uncertainties not presently known to
Aphria and Tilray or that Aphria and Tilray presently believe are
not material could also cause actual results or events to differ
materially from those expressed in the forward-looking statements
contained herein. For a more detailed discussion of risks and other
factors, see the most recently filed annual information form of
Aphria and the annual report filed on form 10-K of Tilray made with
applicable securities regulatory authorities and available on SEDAR
and EDGAR. The forward-looking statements included in this
communication are made as of the date of this communication and
neither Aphria nor Tilray undertake any obligation to publicly
update such forward-looking statements to reflect new information,
subsequent events or otherwise unless required by applicable
securities laws.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This communication
is being made in respect of the proposed transaction involving
Aphria and Tilray pursuant to the terms of an arrangement agreement
by and among Aphria and Tilray and may be deemed to be soliciting
material relating to the proposed transaction.
In connection with the Transaction, Tilray has filed a joint
proxy statement/management information circular (the “Circular”)
containing important information about the Transaction and related
matters. The Circular has also been made available by Aphria and
Tilray on their respective SEDAR profiles. Additionally, Aphria and
Tilray will file other relevant materials in connection with the
Transaction with the applicable securities regulatory authorities.
Investors and security holders of Aphria and Tilray are urged to
carefully read the entire Circular (including any amendments or
supplements to such documents), respectively, before making any
voting decision with respect to the Transaction because they
contain important information about the Transaction and the parties
to the Transaction. The Circular was mailed to the Aphria
shareholders and Tilray stockholders and is accessible on the SEDAR
and EDGAR profiles of the respective companies.
Investors and security holders of Tilray can obtain a free copy
of the Circular, as well as other relevant filings containing
information about Tilray and the Transaction, including materials
incorporated by reference into the Circular, without charge, at the
U.S. Securities and Exchange Commission’s website (www.sec.gov) or
from Tilray by contacting Tilray’s Investor Relations at (203)
682-8253, by email at Raphael.Gross@icrinc.com, or by going to
Tilray’s Investor Relations page on its website at
https://ir.tilray.com/investor-relations and clicking on the link
titled “Financials.”
Investors and security holders of Aphria are able to obtain a
free copy of the Circular, as well as other relevant filings
containing information about Aphria and the Transaction, including
materials incorporated by reference into the Circular, without
charge, under Aphria’s profile on SEDAR at www.sedar.com or from
Aphria by contacting Aphria’s investor relations at
investors@aphria.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210416005312/en/
Media: Berrin Noorata news@tilray.com
Investors Raphael Gross 203-682-8253
Raphael.Gross@icrinc.com
Additional Investor Contact : Bob Marese/John Bryan
212-929-5500 bmarese@mackenziepartners.com
Jbryan@mackenziepartners.com
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