Stockholders of Record as of June 22, 2021, May
Vote Online, by Telephone or Mail
Tilray, Inc. (“Tilray”) (NASDAQ | TSX: TLRY), a leading global
cannabis-lifestyle and consumer packaged goods company, today
distributed a proxy statement, which included an open letter from
Irwin D. Simon, Chairman and Chief Executive Officer of Tilray, to
its stockholders seeking support for several important proposals to
be voted on at the Special Meeting of Tilray stockholders,
scheduled for July 29, 2021.
Tilray is seeking to increase the number of authorized shares of
common stock, so that it may use its stock to acquire and finance
attractive businesses that would help Tilray grow and create value
for stockholders. Tilray is also asking stockholders to approve
certain amendments and modifications to Tilray’s organizational
documents to provide for increased shareholder rights.
The full text of the letter from Irwin D. Simon is copied
below:
Dear Fellow Shareholders,
We need your help to ensure Tilray grows – and to ensure YOU are
able to participate in our success in a meaningful, constructive
manner. Please take a few minutes to read this letter, the
accompanying materials detailed in the proxy, and then submit your
vote online, by telephone or mail.
Through our recent combination with Aphria Inc., we have ushered
in a new era for the global cannabis industry. We now have the
largest geographic footprint and leading cannabis-focused portfolio
of consumer-packaged goods in the world.
We Have Substantial Growth Opportunities Ahead and We Need
Your Support: To go from potential to performance, however, we
need your help. Specifically, we will be addressing two important
matters at the upcoming Special Meeting of Shareholders, both of
which will be critical to driving value for our Shareholders.
If you are a Shareholder of record as of June
22, 2021 you have the opportunity to vote on these proposals, which
include:
- Authorized Shares Proposal – Help Tilray Grow: This
proposal would authorize additional shares of our common stock so
that we can move quickly to accelerate growth through potential
acquisition and financing opportunities. Importantly, approval does not mean that the authorized
shares will be issued, only that they are available if needed in
pursuit of these important corporate initiatives to drive
shareholder value.
- Governance Proposals - Expand Your Rights: Following the
combination of Tilray and Aphria, our Board undertook a
comprehensive review of our corporate governance, taking into
consideration the views held by the investment community on
important matters of governance. As a result, the Board is
proposing to expand the rights of our Shareholders; but to do so,
we need your approval on several amendments to our organizational
documents.
HOW TO VOTE
These proposals are critical to our
success, and if you are a shareholder of record as of June 22, 2021
you have options:
- Online, Phone or
Mail: Please review the
instructions on the proxy or voting instruction form regarding each
of these voting options and vote as soon as possible! The
deadline to vote is Wednesday, July 28, 2021 by 11:59 p.m.
- Virtual Shareholder Meeting – You can
attend the virtual Special Meeting of Tilray’s Shareholders
to be held on Thursday, July 29, 2021 at 11:00 a.m., Eastern Time,
conducted via live audio webcast by visiting
https://www.virtualshareholdermeeting.com/TRLY2021SM2.
Please submit the proxy promptly
to have your shares voted, whether or not you plan to attend the
Special Meeting.
If you have any questions or need any assistance in voting your
shares, please contact Morrow Sodali LLC at (833)497-7395 toll-free
in the U.S. and Canada, or (203)658-9400 or by email at
TLRY@info.morrowsodali.com.
WE ARE GRATEFUL FOR YOUR CONTINUED SUPPORT AND WILL WORK
EVERY DAY TO TAKE FULL ADVANTAGE OF ALL OPPORTUNITIES TO ENHANCE
LONG-TERM VALUE.
Thank you for your interest and investment in Tilray, Inc.
Sincerely,
Irwin D. Simon, Chairman and Chief Executive Officer
About Tilray
Tilray, Inc. is a leading global cannabis-lifestyle and consumer
packaged goods company with operations in Canada, the United
States, Europe, Australia, 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. Tilray’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. A pioneer in cannabis research, cultivation,
and distribution, Tilray’s unprecedented production platform
supports over 20 brands in over 20 countries, including
comprehensive cannabis offerings, hemp-based foods, and alcoholic
beverages.
For more information about Tilray, Inc., visit:
www.Tilray.com
Forward-Looking Statements
Certain statements in this communication that are not historical
facts constitute 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, that are intended to
be subject to the “safe harbor” created by those sections and other
applicable laws. Forward-looking statements can be identified by
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, although not
all forward-looking statements contain these identifying words.
Forward-looking statements include statements regarding our
intentions, beliefs, projections, outlook, analyses or current
expectations concerning, among other things, the need for an
increase in authorized shares of common stock from 743,333,333
shares to 990,000,000 shares and the potential negative impacts to
the company if the corresponding proposal is not approved. Certain
material factors, estimates, goals, projections or assumptions were
used in drawing the conclusions contained in the forward-looking
statements throughout this communication. Many factors could cause
actual results, performance or achievement to be materially
different from any forward-looking statements, and other risks and
uncertainties not presently known to the Company or that the
Company deems immaterial 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
these risks and other factors, see the most recently filed annual
information form of Aphria and the Annual Report on Form 10-K (and
other periodic reports filed with the SEC) of Tilray made with
applicable securities regulatory authorities and available on SEDAR
and EDGAR. The forward-looking statements included in this
communication are made as of the date of this communication and the
Company 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210629005328/en/
For media inquiries, please contact: Berrin Noorata
news@tilray.com For investor inquiries, please contact:
Raphael Gross 203-682-8253 Raphael.Gross@icrinc.com
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