As previously disclosed on December 15, 2020, Tilray, Inc., a Delaware corporation (Tilray), and Aphria Inc., a corporation existing under the
laws of the Province of Ontario (Aphria), entered into an Arrangement Agreement, as amended on February 19, 2021, (the Arrangement Agreement), pursuant to which all of the issued and outstanding common shares of Aphria will
be exchanged for Class 2 common stock of Tilray, in accordance with a specified exchange ratio, pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the Arrangement). On March 12, 2020, Tilray filed
with the Securities and Exchange Commission (the SEC) a definitive joint proxy statement/circular (the Proxy Statement/Circular) with respect to the special meeting of Tilray stockholders scheduled to be held on
April 16, 2021 pursuant to the Arrangement.
Litigation Related to the Merger
In connection with the Arrangement, after the Proxy Statement/Circular was filed, three stockholder lawsuits have been filed:
|
(i)
|
in the United States District Court for the Southern District of New York, captioned Violini v. Tilray,
Inc. et al., Case No. 1:21-cv-02256 (the Violini Complaint);
|
|
(ii)
|
in the United States District Court for the Southern District of New York,
captioned Barron-Archer v. Tilray, Inc. et al., Case No. 1:21-cv-02497 (the Barron-Archer Complaint); and
|
|
(ii)
|
in the United States District Court for the Eastern District of New York, captioned Reveles v.
Tilray, Inc. et al., Case No. 1:21-cv-01543 (the Reveles Complaint), and together with the Violini Complaint and the Barron-Archer Complaint, the
Complaints)
|
The Complaints generally allege, among other things, that Tilray and the members of its Board of Directors
omitted purportedly material information from the Proxy Statement/Circular. The Barron-Archer Complaint includes the additional claim that the members of the Board of Directors breached their fiduciary duties with respect to the alleged
omissions. The Complaints seek, among other things, additional disclosure of facts relating to the Arrangement and/or injunctive relief. Additional similar lawsuits may be filed in the future. Tilray believes that the plaintiffs
allegations in the Complaints lack merit. If additional similar complaints are filed, or if the Complaints are amended, absent new or different allegations that are material, Tilray will not necessarily disclose such additional filings or subsequent
amendments. The foregoing description is qualified in its entirety by reference to the Complaints which are attached hereto as Exhibits 99.1, 99.2, and 99.3 are incorporated by reference herein.
Additional Information and Where to Find It
In
connection with the proposed business combination (the Transaction), Tilray has filed a Proxy Statement/Circular containing important information about the Transaction and related matters. The Proxy Statement/Circular has also been
made available by Aphria and Tilray on their respective SEDAR profiles. Additionally, Aphria and Tilray will file other relevant materials in connection with the Transaction with the applicable securities regulatory authorities. Investors and
security holders of Aphria and Tilray are urged to carefully read the entire Proxy Statement/Circular (including any amendments or supplements to such documents), respectively, before making any voting decision with respect to the Transaction
because they contain important information about the Transaction and the parties to the Transaction. The Proxy Statement/Circular will be mailed to the Aphria Shareholders and Tilray Stockholders and is accessible on the SEDAR and EDGAR profiles of
the respective companies.
Investors and security holders of Tilray can obtain a free copy of the Proxy Statement/Circular, as well as other relevant
filings containing information about Tilray and the Transaction, including materials incorporated by reference into the Proxy Statement/Circular, without charge, at the SECs website (www.sec.gov) or from Tilray by contacting
Tilrays Investor Relations at (203) 682-8253, by email at Raphael.Gross@icrinc.com, or by going to Tilrays Investor Relations page on its website at
https://ir.tilray.com/investor-relations and clicking on the link titled Financials.
Investors and security holders of Aphria are
able to obtain a free copy of the Proxy Statement/Circular, as well as other relevant filings containing information about Aphria and the Transaction, including materials incorporated by reference into the Proxy Statement/Circular, without charge,
under Aphrias profile on SEDAR at www.sedar.com or from Aphria by contacting Aphrias investor relations at investors@aphria.com.
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 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 Transaction will be set forth in the Tilray proxy