Additional Information and Where to Find It
In connection with the proposed transaction, Aphria will file a
management information circular, and Tilray will file a proxy
statement on Schedule 14A containing important information about
the proposed transaction and related matters. Additionally, Aphria
and Tilray will file other relevant materials in connection with
the proposed transaction with the applicable securities regulatory
authorities. Investors and security holders of Aphria and Tilray
are urged to carefully read the entire management information
circular and proxy statement (including any amendments or
supplements to such documents), respectively, when such documents
become available before making any voting decision with respect to
the proposed transaction because they will contain important
information about the proposed transaction and the parties to the
transaction. The Aphria management information circular and the
Tilray proxy statement will be mailed to the Aphria and Tilray
shareholders, respectively, as well as be accessible on the SEDAR
and EDGAR profiles of the respective companies.
Investors and security holders of Tilray will be able to obtain a
free copy of the proxy statement, as well as other relevant filings
containing information about Tilray and the proposed transaction,
including materials that will be incorporated by reference into the
proxy statement, without charge, at the SEC’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.”
Participants in the Solicitation
Tilray and Aphria and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of Tilray proxies in respect of the proposed
transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
Tilray stockholders in connection with the proposed transaction
will be set forth in the Tilray proxy statement for the proposed
transaction when available. Other information regarding the
participants in the Tilray proxy solicitation and a description of
their direct and indirect interests in the proposed transaction, by
security holdings or otherwise, will be contained in such proxy
statement and other relevant materials to be filed with the SEC in
connection with the proposed transaction. Copies of these documents
may be obtained, free of charge, from the SEC or Tilray as
described in the preceding paragraph.
Notice Regarding Forward-Looking Statements
Certain information in this news release 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. Any information or statements that are
contained in this news release that are not statements of
historical fact may be deemed to be forward-looking statements,
including, but not limited to, statements in this news release with
regards to: (i) statements relating to Aphria’s and Tilray’s
strategic business combination and the expected terms, timing and
closing of the Arrangement including, receipt of required
regulatory approvals, 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) estimates of future costs
applicable to sales; (iv) estimates of future capital
expenditures; (v) estimates of future cost reductions,
synergies including pre-tax
synergies, savings and efficiencies; (vi) statements that the
Combined Company anticipates to have scalable medical and
adult-use cannabis
platforms expected to strengthen the leadership position in Canada,
United States and internationally; (vii) statements that the
Combined Company is expected to offer a diversified and branded
product offering and distribution footprint, world-class
cultivation, processing and manufacturing facilities;
(viii) statements in respect of operational efficiencies
expected to be generated as a result of the Arrangement in the
amount of more than C$100 million of pre-tax annual cost synergies;
(ix) expectations of future balance sheet strength and future
equity; (x) that the Combined Company is expected to unlock
significant shareholder value; and (xi) statements under the
heading “Strategic and Financial Benefits” of this news release.
Aphria