Tilray, Inc. Releases 11 Million Shares From Lock-Up Agreement
March 31 2020 - 8:00AM
Business Wire
Tilray, Inc. (NASDAQ: TLRY) (“Tilray”), a global pioneer in
cannabis production, research, cultivation and distribution, today
announced that the Board of Directors of Tilray unanimously
approved the pro rata release of 11 million shares of Class 2
common stock held by the former equity holders of Privateer
Holdings, Inc. (“Privateer”).
The shares are being released from lock-up agreements entered
into in under the Agreement and Plan of Merger and Reorganization,
dated September 9, 2019, by and among Tilray, Privateer, Down River
Merger Sub, LLC, a Delaware limited liability company and wholly
owned subsidiary of Tilray, and Michael Blue, as the Stockholder
Representative. The waiver and release will take effect on April 3,
2020, and the released shares may be sold on or after that date,
subject to applicable securities law or contractual
limitations.
A previously announced agreement between Tilray and Privateer
required that each Privateer equity holder who received the shares
of Tilray stock or options to purchase Tilray stock in the merger
were subject to a lock-up allowing for the sale of such shares only
under certain circumstances over a two-year period beginning
December 12, 2020. During the first year following the closing of
the merger, shares will be released only pursuant to certain
offerings or sales arranged by and at the discretion of Tilray. The
pro rata release will be treated as a “permitted sale” under the
lock-up agreements, waiving the release requirements with respect
to such shares included in the lock-up agreement.
“The shares to be released on April 3, 2020 are part of the
previously announced release of Tilray stock over a two-year
period,” said Michael Kruteck, Tilray’s Chief Financial Officer.
“We believe the staggered release of locked-up shares, as well as
strategic and marketed offerings, will manage our public float in
an orderly fashion.”
The waiver and release announced today will apply on a pro rata
basis to each former Privateer equity holder who received shares of
or options to purchase Tilray Class 2 common stock in the merger,
including certain Tilray officers and directors.
The waiver and release of the 11 million shares represents
approximately 14.5% of the locked-up shares (including for purposes
of this percentage calculation shares that remain subject to escrow
and/or subject to outstanding assumed stock options).
About Tilray®
Tilray (NASDAQ:TLRY) 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 15 countries spanning five continents.
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. 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. Please see the heading
“Risk Factors” in Tilray’s Annual Report on Form 10-K, which was
filed with the Securities and Exchange Commission on March 2, 2020,
and subsequent periodic reports, 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/20200331005070/en/
Media, Global: Chrissy Roebuck, +1-833-206-8161, news@tilray.com
Investors: Rachel Perkins, +1-646-277-1221,
rachel.perkins@icrinc.com
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tilray Brands (NASDAQ:TLRY)
Historical Stock Chart
From Sep 2023 to Sep 2024