Tilray and Aphria to merge – New Hashish Ventures

Tilray & Aphria announce the completion of a transaction that will create the “new” Tilray – a global cannabis leader
  • Operational efficiency is expected to generate approximately $ 81 million in annual pre-tax cost savings synergies for New Tilray within eighteen months
  • Irwin D. Simon, Aphria Chairman and CEO, will lead the new Tilray and has appointed a new leadership team. New members of the Board of Directors are also appointed
  • New Tilray is poised to transform the global cannabis industry as a consumer goods powerhouse with a diversified portfolio of leading brands
  • Renewed financial strength to drive an accelerated growth strategy and sustainable profitability
  • Tilray shares will continue to trade on NASDAQ under the symbol “TLRY”. Effective May 5, 2021, Tilray shares will trade under the symbol “TLRY” on the Toronto Stock Exchange.

NEW YORK & LEAMINGTON, Ontario, May 3, 2021 – (BUSINESS WIRE) – Tilray, Inc. (“Tilray”) and Aphria Inc. (“Aphria”) today announced the completion of their previously announced business combination, ushering in a new era in the global cannabis industry. The combined company, which will trade as Tilray (the “Company”), will bring together two highly complementary companies to create the leading cannabis-enabled consumer products company (“CPG”) with the largest global geographic footprint in the industry. The combined company had a market capitalization of approximately $ 8.2 billion based on closing prices on April 30, 2021.

The Company’s Class 2 common stock (“Tilray Shares”) will continue to trade on the Nasdaq Global Select Exchange under the symbol “TLRY” and on May 5, 2021, under the symbol “TLRY” on the Toronto Stock Exchange, as previously announced , each Aphria shareholder received 0.8381 Tilray shares for each Aphria common share (one “Aphria Share”) held on April 30, 2021, the effective date of the Transaction. Holders of Tilray stock prior to the closing of the Transaction will continue to hold Tilray stock without adjustment as a result of the Transaction. An early warning report of the Company’s acquisition of all outstanding Aphria shares in the transaction will be filed with SEDAR and will be available on Aphria’s Issuer Profile at www.sedar.com.

Our focus now is on executing our highest return priorities, including business integration and accelerating our global growth strategy. Bans related to Covid-19 have presented unique challenges in the Canadian and German markets.

Irwin D. Simon, company chairman and chief executive officer

With the reopening of these markets, Tilray is poised to beat and transform the industry with our highly scalable operational footprint, a curated portfolio of diverse cannabis brands and products for medical and adult use, a cross-continental distribution network, and a robust capital structure to finance our global expansion strategy and to achieve sustainable profitability and long-term value for our stakeholders.

Mr. Simon continued, “Our global team is focused on converting potential into performance and meeting consumer and patient needs for safe, innovative and high quality products. We look forward to the work and would like to thank both the Aphria and Tilray boards of directors, and especially Brendan Kennedy, for his spirit of partnership and his irrepressible belief in the art of the possible. We will benefit tremendously from his legacy and continued service on the Tilray Board. “

We expect the business combination to offer the following financial and strategic benefits, among others:

World’s largest global cannabis company. The combination of Aphria and Tilray brings two highly complementary companies together to create the leading cannabis-centric CPG company with the largest global geographic footprint in the industry.

Strategic footprint and operational benchmark. We believe the company has the strategic presence and operational scale necessary to compete more effectively in today’s consolidating cannabis market with a strong, flexible balance sheet, strong cash position and access to capital. We believe this will give the company the opportunity to accelerate growth and create long-term sustainable value for shareholders.

Inexpensive, state-of-the-art manufacturing and the leading Canadian adult cannabis producer. Demand for the company’s products is supported by inexpensive, state-of-the-art cultivation, processing and manufacturing facilities. The company will have a full portfolio of branded cannabis 2.0 products to reinforce its leading position in Canada.

Positioned to pursue an accelerated international growth strategy. The company is well positioned to take advantage of international growth opportunities with its strong medical cannabis brands, its distribution network in Germany and its end-to-end supply chain for good manufacturing practices (“EU-GMP”) in the European Union, which also includes its production facilities in Germany use Portugal and Germany.

Improved consumer products presence and infrastructure in the US In the US, Tilray has a strong consumer product presence and infrastructure with two strategic pillars including SweetWater, a leading craft brewer for cannabis lifestyle brands, and Manitoba Harvest, a pioneer in branded hemp, CBD and wellness products with access to 17,000 stores in North America. In the event of state eligibility, the company expects its existing strong brands and distribution system, as well as its track record of growing both consumer and cannabis products, to be well positioned to compete in the U.S. cannabis market.

Significant synergies. The company expects to achieve annual pre-tax cost synergies of approximately $ 81 million ($ 100 million) in eighteen months and plans to generate cost synergies in key areas of cultivation and production, purchasing of cannabis and products, sales and marketing as well as achieve corporate spending.

Tilray’s new leadership team and board of directors provide the company with a solid foundation to accelerate growth and reap the many benefits of the business combination.

With effect from the closing, the company’s senior management team and board of directors were reorganized as follows:

  • Irwin D. Simon, chairman and chief executive officer
  • Carl Merton, Chief Financial Officer
  • Denise Faltischek, Head of International and Chief Strategy Officer
  • Jim Meiers, President, Canada
  • Jared Simon, President of Manitoba Harvest and Tilray Wellness
  • Rita Seguin, HR manager
  • Dara Redler, Interim Chief Legal Officer and Corporate Secretary
  • Berrin Noorata, Chief Corporate Affairs Officer
  • Lloyd Brathwaite, Chief Information Officer
  • Freddy Bensch, CEO of SweetWater

The supervisory board:

  • Irwin D. Simon, chairman
  • Renah Persofsky, ICD.D, Vice-Chair (Lead Director) and Chair of the Nominations and Governance Committee, Independent Director
  • Jodi Butts, Nominations and Governance Committee member, Independent Director
  • David Clanachan, newly appointed independent director
  • John M. Herhalt Chairman of the Audit Committee, Independent Director
  • David Hopkinson, Nominations and Governance Committee and Compensation Committee member, Independent Director
  • Brendan Kennedy, current director and former CEO of Tilray
  • Tom Looney, member of the Audit Committee and Compensation Committee, independent director
  • Walter Robb, Chairman of the Compensation Committee and Member of the Audit Committee, Independent Director

New Tilray branding

The new Tilray logo brings together both Aphria and Legacy Tilray trademarks in a design that reflects the new company’s growing portfolio of brands in the cannabis lifestyle and wellness product categories, including medical products, adult products, hemp and beverages. The continued use of “Tilray” as a company name evokes hard work and hope – to the point of tilling the soil and shining like a ray of sunshine. Tilray is a pioneer nearing the end of the ban, focused on serving the collective good of the company’s employees, consumers, patients, partners and local communities.

Consultant

Jefferies LLC acted as financial advisor and DLA Piper LLP (US), DLA Piper (Canada) LLP and Fasken Martineau Dumoulin LLP acted as legal advisor to Aphria. Cowen acted as financial advisor and Cooley LLP and Blake, Cassels and Graydon LLP acted as legal advisor to Tilray.

About Tilray

Tilray Inc. is a global leader in cannabis lifestyle and consumer products with offices in Canada, the United States, Europe, Australia and Latin America that is transforming people’s lives for the better – one person at a time – by inspiring and empowering the world Community to live their best life by providing them with products that meet the needs of their mind, body and soul and evoke a sense of wellbeing. Tilray’s mission is to be the trusted partner for its patients and consumers by providing them with a refined experience as well as health and wellbeing through high quality, differentiated brands and innovative products. Tilray’s unparalleled production platform is a pioneer in cannabis research, cultivation and distribution, supporting over 20 brands in over 20 countries, including extensive cannabis offerings, hemp-based foods and alcoholic beverages.

For more information on how we’re opening a world of wellbeing, visit Tilray.com.

Original press release

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Published by NCV Newswire

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