Filed by Tilray, Inc.
Pursuant to Rule 425
under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14d-2
under the Securities Exchange Act of 1934, as
Subject Company: Tilray, Inc.
(Commission File No. 001-38594)
The following email communication was distributed to all the
employees of Tilray, Inc. (“Tilray”) on December 16, 2020 in
connection with the business combination of Tilray and Aphria Inc.
To: All Tilray Global Staff
From: Brendan Kennedy
Subject: EXCITING NEWS: Tilray and Aphria Combination
Dear Tilray Team,
I’m proud to share some exciting news. We just announced that
Tilray has entered into a definitive agreement to join forces with
Aphria Inc., combining two leading Canadian cannabis companies to
create the clear global leader with a strengthened global footprint
and greatly-enhanced prospects for future growth. The combined
company will utilize the Tilray name and will be led by Aphria CEO
Irwin D. Simon. I will remain involved and engaged as a member of
the “new” Tilray’s the board of directors.
The cultural alignment between the two organizations was a
significant driver in the decision to pursue a merger – and it
should be a strong, reassuring sign to all of us. Similar to
Tilray, Aphria was founded on a mission to improve lives and
inspire and empower the worldwide community to live their very best
life. Together, with our combined teams, brands, and international
footprint, we will deepen our brand portfolio across CPG, retail,
and further meet increasing demand for medical cannabis around the
This transaction provides great opportunities for you, our
employees, as part of the largest cannabis company in Canada and –
not insignificantly – the largest cannabis company in the world
measured by revenue.
At the same time, I know that change of any kind can be
challenging. Certainly, the last year has brought significant
change for Tilray with tough decisions made to optimize our
structure for long-term health and sustainability amid market
volatility. In doing so, I committed to look for new partners in
areas that bring new expertise to our business to ensure Tilray
emerges as one of the leading and long-standing cannabis companies.
And I truly believe this transaction is a winning combination of
Tilray’s global pioneering roots and Aphria’s culture for
The transaction is expected to close in the second quarter of 2021,
subject to the completion of standard closing conditions and
approvals. Until then, it’s business as usual on both your near and
long-term projects. We have put together an energetic and committed
internal team, to oversee the integration process.
We founded Tilray over six years ago to pioneer the future of
global cannabis. Two years ago, we made history by becoming the
first cannabis company to complete our initial public offering
(IPO) on a major U.S. stock exchange. Today marks yet another
milestone and the beginning of an important step in the Tilray
I invite you all to join me in a town hall later today, where I
will share more insight to what this means for all of us at Tilray
and to answer any questions I am able to.
I am honored and proud to be a part of this momentous junction in
Tilray’s history, and I am looking forward to the future and the
transformative opportunities that this combination will bring.
Thank you all for your continued support and dedication.