LEAMINGTON, ON, April 5, 2021 /PRNewswire/ - Aphria Inc.
("Aphria") (TSX: APHA) (Nasdaq: APHA), a leading global
cannabis-lifestyle consumer packaged goods company, is pleased to
announce that both Institutional Shareholder Services Inc.
("ISS") and Glass Lewis and Co., LLC ("Glass Lewis")
have recommended that holders (the "Shareholders") of
common shares (the "Shares") of Aphria vote FOR the special
resolution (the "Aphria Resolution") approving the
previously announced arrangement (the "Arrangement") to
be completed pursuant to the Business Corporations Act
(Ontario) pursuant to which, among
other things, Tilray, Inc. ("Tilray", and following the
Arrangement, the "Combined Company") will acquire all of the
outstanding Shares of Aphria and the Shareholders will become
holders of shares of Tilray ("Tilray Shares"). ISS and
Glass Lewis are leading independent proxy advisory firms that
provide voting recommendations to institutional shareholders.
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Favourable ISS and Glass Lewis Recommendations
In reaching its conclusion, ISS noted:
"The strategic rationale appears sound as the proposed
transaction will improve the scale and footprint of the combined
entity. Importantly, the combined company is anticipated to deliver
US$78 million (C$100 million) of pre-tax cost synergies across
several areas including cultivation and production, product
purchasing, sales and marketing, and corporate expenses within 24
months of closing. Based on the pro forma revenues of each company
for the trailing twelve-month period prior to the announcement, the
combined company will become the world's largest cannabis company,
with a large foothold to grow in a number of markets including
the United States, Canada, and throughout Europe. The operations of the combined company
in Europe should provide a unique
combination of in-country cultivation and distribution licenses as
well as the capability to export medical cannabis products within
the EU on a tariff-free basis…Finally, the strong performance of
APHA and TLRY shares on an absolute basis and relative to peers
since the announcement may underpin the notion that the purported
synergies and benefits to the transaction are achievable. As such,
support for the proposed transaction is warranted."
In reaching its conclusion, Glass Lewis noted:
"Having conducted an independent review of the transaction
structure and the terms underlying the proposed arrangement,
including the financial and valuation implications of the
combination, we believe the all-stock merger is structured in a
fair and reasonable manner that enables Aphria to effectively
acquire Tilray. The proposed exchange ratio implies a standard
market premium to Tilray's unaffected stock price as the
acquisition target, but inversely also implies a premium to
Aphria's share price during the months preceding the merger
announcement…. Therefore, we are of the view
that the transaction represents a favorable risk/reward for Aphria
shareholders, given the strategic rationale provided by the board
and the value-creation opportunities associated with the
transaction. Based on these factors, along with the unanimous
support of the board, we believe the proposed transaction is in the
best interests of shareholders."
Special Meeting of Shareholders
The special meeting of Shareholders (the "Meeting") will
take place via live audio webcast at
www.virtualshareholdermeeting.com/APHA2021 on Wednesday, April 14, 2021 at 4:00 pm (Eastern time).
YOUR VOTE IS IMPORTATANT – PLEASE VOTE
TODAY
The proxy voting deadline is 4:00 p.m. (Eastern time) on Monday April 12,
2021
The board of directors of Aphria unanimously
recommends that Shareholders vote FOR the Aphria Resolution
How to Vote
Your vote is important regardless of the number of Shares you
own. Registered and beneficial Shareholders may vote using the
following methods:
- Internet: Go to www.proxyvote.com and enter the 16-digit
control number printed on the form of proxy or voting instruction
form or scan the QR Code on the Aphria form of proxy to access the
website and follow the instructions on the screen.
- Telephone: Call the toll-free telephone number provided
on the form of proxy or voting instruction form and follow the
prompted voting instructions. You will need to enter the 16-digit
control number.
If you hold your Shares through an intermediary, please follow
the instructions on the voting instruction form provided by such
intermediary to ensure that your vote is counted at the
Meeting.
Shareholder Questions
If you have questions or need more information about the
Arrangement, please contact Aphria's shareholder communications
advisor and proxy solicitation agent, Laurel Hill Advisory Group,
by telephone at 1-877-452-7184 toll-free in Canada or 416-304-0211 for international calls
or by e-mail at assistance@laurelhill.com.
We Have A Good Thing Growing
About Aphria Inc.
Aphria Inc. is a leading global
cannabis-lifestyle consumer packaged goods company with operations
in Canada, United States, Europe and Latin
America, that is changing people's lives for the better –
one person at a time – by inspiring and empowering the worldwide
community to live their very best life by providing them with
products that meet the needs of their mind, body and soul and
invoke a sense of wellbeing. Aphria's mission is to be the trusted
partner for its patients and consumers by providing them with a
cultivated experience and health and wellbeing through
high-quality, differentiated brands and innovative products.
Headquartered in Leamington,
Ontario, Aphria cultivates, processes, markets and sells
medical and adult-use cannabis, cannabis-derived extracts and
derivative cannabis products in Canada under the provisions of the Cannabis
Act and globally pursuant to applicable international regulations.
Aphria also manufactures, markets and sells alcoholic beverages in
the United States. For more
information, visit: aphriainc.com.
CAUTIONARY NOTE 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 or 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 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 the Arrangement including,
the approval process, background and reasons summarized or
described in the statements noted by ISS and/or Glass Lewis; (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 Arrangement; (iv) 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;
and (v) statements regarding the value and returns to Shareholders
expected to be generated by the Arrangement. Aphria uses 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 news
release, including the ability of Aphria and Tilray to receive, in
a timely manner and on satisfactory terms, the necessary
shareholder and court approvals for the Arrangement, the conditions
to closing of the Transaction and other expectations and
assumptions concerning the Arrangement. Forward-looking statements
reflect current beliefs of management of Aphria with respect to
future events and are based on information currently available to
its management team, including the reasonable assumptions,
estimates, analysis and opinions of management of Aphria
considering its experience, perception of trends, current
conditions and expected developments as well as other factors that
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 to complete the Arrangement; Tilray's ability to
provide a return on investment; 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 Arrangement is subject
to the satisfaction or waiver of a number of conditions as set
forth in the arrangement agreement entered into between Aprhia and
Tilray dated December 15, 2020, as
amended on February 19, 2021 (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 Arrangement. There is a risk that some or
all the expected benefits of the Arrangement may fail to
materialize or may not occur within the time periods anticipated by
Aphria. The challenge of coordinating previously independent
businesses makes evaluating the business and future financial
prospects of the Combined Company 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 anticipated by Aphria; the
risk associated with Aphria's and Tilray's ability to obtain the
approvals of their shareholders required to consummate the
Arrangement and the timing of the closing of the Arrangement,
including the risk that the conditions to closing are not satisfied
on a timely basis or at all; the outcome of any legal proceedings
that may be instituted against Aphria and/or Tilray related to the
Arrangement Agreement; the response of business partners and
retention as a result of the announcement and pendency of the
Arrangement; risks relating to the value of the Tilray Shares to be
issued in connection with the Arrangement; the impact of
competitive responses to the announcement of the Arrangement; 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 or that Aphria presently believes 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 made with
applicable securities regulatory authorities and available on SEDAR
and EDGAR. The forward-looking statements included in this news
release are made as of the date of this news release and Aphria
does not 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 news release 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 release is
being made in respect of the proposed Arrangement involving Aphria
and Tilray pursuant to the terms of an Arrangement Agreement and
may be deemed to be soliciting material relating to the proposed
Arrangement.
In connection with the Arrangement, Aphria and Tilray have filed
a joint proxy statement/management information circular (the
"Circular") containing important information about the
Arrangement and related matters. The Circular has been made
available by Aphria on its SEDAR profile and is available on EGDAR.
Additionally, Aphria will file other relevant materials in
connection with the Arrangement with the applicable securities
regulatory authorities. Investors and security holders of Aphria
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 Aphria Resolution
because they contain important information about the Arrangement
and the parties to the Arrangement. The Circular has been mailed to
Shareholders and is accessible on Aphria's SEDAR and EDGAR
profile.
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 Arrangement, 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.
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SOURCE Aphria Inc.