Aphria Inc. Shareholders Overwhelmingly Approve Proposed Arrangement With Tilray, Inc.
Aphria Inc. (“Aphria”) (TSX: APHA) (NASDAQ: APHA), a leading global cannabis-lifestyle consumer packaged goods company, today announced that its holders (the “Aphria Shareholders”) of Aphria’s common shares (the “Aphria Shares”) at the special meeting of Aphria Shareholders (the “Meeting”) approved the previously announced arrangement (the “Arrangement”) under 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 issued and outstanding Aphria Shares. Pursuant to the Arrangement, the Aphria Shareholders will receive 0.8381 (the “Exchange Ratio”) of a Tilray share of class 2 common stock (the “Tilray Shares”) for each Aphria Share held, while holders of Tilray Shares (the “Tilray Stockholders”) will continue to hold their Tilray Shares with no adjustment to their holdings.
The special resolution approving the Arrangement (the “Arrangement Resolution”) was required to be passed by at least two-thirds (66 2/3%) of the votes cast at the Meeting by the Aphria Shareholders voting virtually or represented by proxy at the Meeting. A total of 108,409,367 Aphria Shares were represented by proxy at the Meeting, representing approximately 34.43% of the issued and outstanding Aphria Shares. Of the total Aphria Shares voted, 99.38% voted FOR the Arrangement.
Irwin D. Simon, Aphria’s Chairman and Chief Executive Officer, who will hold these same roles with the Combined Company, commented, “I want to thank all Aphria Shareholders for voting and approving the Arrangement. We appreciate their support, as we believe the business combination will create a Combined Company with a strong financial profile, low-cost production, market share leading brands, distribution network and unique partnerships,.The Combined Company will be increasingly well positioned to deliver a sustainable attractive return for our combined shareholder base.”
Closing of the Arrangement remains subject to certain customary closing conditions, including court approval and the approval of Tilray Stockholders.
Aphria Shareholder Questions and Assistance
Aphria Shareholders who have questions or require further information about the Arrangement may contact Laurel Hill Advisory Group, Aphria’s proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll-Free), or 1-416-304-0211 (Outside North America), or by email to assistance@laurelhill.com.
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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) the Arrangement; (ii) the expected strategic and financial benefits of the Arrangement; and (iii) statements regarding the value and returns to Aphria 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, if at all, , in a timely manner and on satisfactory terms, the necessary shareholder and court approvals for the Arrangement, the conditions to closing of the Arrangement being satisfied, that the Arrangement will yield the expected strategic and financial benefits and generate returns for shareholders 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 Aphria 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 Arrangement 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 EDGAR. 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 Arrangement Resolution because they contain important information about the Arrangement and the parties to the Arrangement. The Circular has been mailed to Aphria 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.
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