Acquisition increases the Company’s capacity
to supply branded cannabis products
Tilray, Inc. (“Tilray” or “the Company”) (NASDAQ:TLRY), a global
leader in cannabis research, cultivation, production and
distribution, today announced it has entered into a definitive
agreement (“the Agreement”) pursuant to which Tilray, through a
wholly-owned subsidiary, will acquire all of the issued and
outstanding securities of Natura Naturals Holdings Inc. (“Natura”),
the parent company of a licensed cultivator of cannabis.
As a result of the acquisition, if completed, Tilray will obtain
Natura’s 662,000 square-foot greenhouse cultivation facility, of
which 155,000 square-feet are currently licensed, and all
subsequent cannabis output from this facility. Natura, through a
wholly-owned subsidiary located in Leamington, Ontario, is a
licensed cultivator under the Cannabis Act specializing in the
greenhouse cultivation of cannabis.
Under the terms of the definitive agreement and subject to
certain customary adjustments, Tilray will deliver C$35 million at
closing, comprised of C$15 million in cash and C$20 million in
Tilray Class 2 common stock. Natura shareholders will receive their
pro rata portion of the C$15 million closing cash amount, after the
deduction of certain transaction expenses incurred by Natura and
subject to applicable withholding taxes. Upon Natura reaching
certain quarterly production milestones over the following
twelve-month period, up to C$35 million of Tilray common stock may
become payable resulting in a total purchase price of C$70 million
if fully achieved.
“We’re very pleased to have an agreement in place that allows us
to expand our capacity to supply high-quality branded cannabis
products to the Canadian market,” said Brendan Kennedy, Tilray
President and CEO. “Through an extensive and thorough search for
the right supply partner, we’re pleased to have come to a
mutually-beneficial agreement with Natura.”
Tilray currently operates three state-of-the-art facilities in
Canada and one in Portugal: Tilray Canada Ltd. (“Tilray Canada”), a
Nanaimo, British Columbia-based research, cultivation and
processing facility which primarily serves the Canadian and global
medical cannabis market; Tilray Portugal, Unipessoal, Lda. (“Tilray
Portugal”), located in Cantanhede, a research, processing,
cultivation, packaging and distribution facility which will
primarily serve the medical cannabis market in Europe; High Park
Farms Ltd. (“High Park Farms”), an Enniskillen, Ontario-based
cultivation and processing facility primarily serving the adult-use
market in Canada; and the newly-licensed High Park processing
facility in London, Ontario, which will exclusively serve the
adult-use market in Canada. Tilray and High Park also have cannabis
supply agreements in place with Licensed Producers throughout
Canada and most recently signed an exclusive sale, supply,
distribution and marketing agreement to deliver High Park adult-use
cannabis products in Québec with ROSE LifeScience. The proximity of
Natura’s facility to Tilray and High Park’s existing Ontario
operations is expected to be valuable in the long-term
collaboration of cannabis research, cultivation and processing
within the Company.
Prior to signing the definitive agreement, Tilray conducted
extensive due diligence on Natura’s cultivation facility and
cannabis products. Prior to distribution, all cannabis products
produced at the Natura facility will adhere to Tilray’s stringent
quality assurance standards. The increased supply from Natura will
allow Tilray to expand its capacity to supply the Canadian market
with high-quality branded cannabis products.
The transaction will be completed by plan of arrangement under
the Ontario Business Corporations Act. Completion of the
transaction will be subject to customary terms and conditions,
including shareholder and court approval of the arrangement. It is
anticipated that the closing of the transaction will be completed
within the next 30 days. Tilray looks forward to sharing more
information related to the company’s increasing production capacity
and global growth strategy, in the coming months.
Cowen provided a fairness opinion to Tilray’s board of directors
in connection with the transaction.
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 twelve
countries spanning five continents.
About High Park™
Based in Toronto and led by a team with deep experience in
cannabis and global consumer brands, High Park was established to
develop, produce, sell, and distribute a broad-based portfolio of
adult-use cannabis brands and products. High Park is a wholly-owned
subsidiary of Tilray, Inc., a global leader in cannabis
cultivation, processing, and distribution. Tilray will continue to
serve patients in Canada and around the world with a diverse range
of pharmaceutical-grade medical cannabis products as High Park
focuses on creating distinctive products for adult consumers.
About Natura Naturals Holdings Inc.
Based in Leamington, Ontario, Natura Naturals Inc., the
wholly-owned subsidiary of Natura Naturals Holdings Inc. is a
licensed cultivator of cannabis in accordance with the Cannabis Act
and Cannabis Regulations. The company's cultivation facility is
capable of producing plants in a 662,000 square-foot greenhouse
facility, of which 155,000 is currently licensed, under optimal
growing conditions. Natura grows high-quality cannabis which can be
used for various medical and recreational applications. In
addition, Natura has an extensive genetics library and continues to
develop innovative products for the Canadian and international
marketplace.
Cautionary note regarding 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 include statements relating to Tilray’s
acquisition of Natura Naturals Holdings Inc., and the expected
benefits resulting therefrom the ability of Tilray and Natura to
satisfy the conditions pursuant to the arrangement and to close the
transaction, or any future plans relating to High Park, Tilray or
Natura , including increasing Tilray’s production capacity and its
global growth strategy. 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. Forward-looking statements involve significant risks,
assumptions, uncertainties and other factors that may cause actual
future results or anticipated events to differ materially from
those expressed or implied in any forward-looking statements.
Please see the heading “Risk Factors” in Tilray’s Quarterly Report
on Form 10-Q, which was filed with the Securities and Exchange
Commission and Canadian securities regulators on November 14, 2018,
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/20190122005432/en/
For further information:Media: Chrissy Roebuck,
+1-833-206-8161, news@tilray.comInvestors: Katie Turner,
+1-646-277-1228, Katie.turner@icrinc.com
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