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Tilray, Inc. and Aphria Inc. as we speak introduced the completion of the beforehand introduced enterprise mixture, ushering in a brand new period within the world cannabis business. The mixed firm, which is able to function as Tilray, brings collectively two extremely complementary companies to create the main cannabis-focused client packaged items firm with the most important world geographic footprint within the business. The mixed firm had a market cap of roughly US$8.2 billion primarily based on the closing inventory costs on April 30, 2021.
The Company’s class 2 frequent inventory will proceed to commerce on the Nasdaq Global Select Exchange below the ticker image “TLRY” and can start buying and selling on the Toronto Stock Exchange below the ticker image “TLRY” on May 5, 2021. As beforehand introduced, every Aphria shareholder acquired 0.8381 of a Tilray Share for every Aphria frequent share (every an “Aphria Share”) held on April 30, 2021, the efficient time of the transaction. Holders of Tilray Shares previous to the completion of the transaction proceed to carry their Tilray Shares with no adjustment on account of the transaction. An early warning report in respect of the Company’s acquisition of the entire excellent Aphria Shares pursuant to the transaction will probably be filed on SEDAR and will probably be obtainable below Aphria’s issuer profile at www.sedar.com.
Irwin D. Simon, the Company’s Chairman and Chief Executive Officer, commented, “Our focus now turns to execution on our highest return priorities including business integration and accelerating our global growth strategy. Covid-19 related lockdowns have presented unique challenges across Canadian and German markets. As these markets begin to re-open, Tilray is poised to strike and transform the industry with our highly scalable operational footprint, a curated portfolio of diverse medical and adult-use cannabis brands and products, a multi-continent distribution network, and a robust capital structure to fund our global expansion strategy and deliver sustained profitability and long-term value for our stakeholders.”
Mr. Simon continued, “Our global team is laser-focused on turning potential into performance and addressing consumer and patient needs for safe, innovative, and high-quality products. We are eager to get to work and want to thank both the Aphria and the Tilray Boards of Directors and especially Brendan Kennedy for his spirit of partnership and irrepressible belief in the art of ‘what’s possible.’ We will benefit enormously from his legacy and continued service on the Tilray Board.”
We anticipate that the enterprise mixture will present, amongst others, the next monetary and strategic advantages:
World’s Largest Global Cannabis Company. The mixture of Aphria and Tilray brings collectively two extremely complementary companies to create the main cannabis-focused CPG firm with the most important world geographic footprint within the business.
Strategic Footprint and Operational Scale. We consider that the Company has the strategic footprint and operational scale essential to compete extra successfully in as we speak’s consolidating cannabis market with a robust, versatile steadiness sheet, robust money steadiness, and entry to capital, which we consider will give the Company the power to speed up progress and ship long-term sustainable worth for stockholders.
Low-cost, State-of-the-Art Production & the Leading Canadian Adult-Use Cannabis Producer. The demand for the Company’s merchandise will probably be supported by low-cost state-of-the-art cultivation, processing, and manufacturing services, and it’ll have a whole portfolio of branded cannabis 2.0 merchandise to strengthen its management place in Canada.
Positioned to Pursue an Accelerated International Growth Strategy. The Company is well-positioned to pursue worldwide progress alternatives with its robust medical cannabis manufacturers, distribution community in Germany, and end-to-end European Union Good Manufacturing Practices (“EU-GMP”) provide chain, which incorporates its manufacturing services in Portugal and Germany.
Enhanced Consumer Packaged Goods Presence and Infrastructure within the U.S. In the United States, Tilray has a robust client packaged items presence and infrastructure with two strategic pillars, together with SweetWater, a number one cannabis way of life branded craft brewer, and Manitoba Harvest, a pioneer in branded hemp, CBD and wellness merchandise with entry to 17,000 shops in North America. In the occasion of federal permissibility, the Company expects to be well-positioned to compete within the U.S. cannabis market given its current robust manufacturers and distribution system along with its observe report of progress in consumer-packaged items and cannabis merchandise.
Substantial Synergies. The Company expects to ship roughly US$81 million (C$100 million) of annual pre-tax value synergies inside eighteen months and plans to attain value synergies in the important thing areas of cultivation and manufacturing, cannabis and product buying, gross sales, and advertising and marketing, and company bills.
Tilray’s new management crew and board of administrators will present a robust basis for the Company to speed up progress and capitalize on the enterprise mixture’s many advantages.
Effective on closing, the senior administration crew and Board of Directors of the Company have been reconstituted 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, Manitoba Harvest and Tilray Wellness
- Rita Seguin, Chief Human Resources Officer
- Dara Redler, Interim Chief Legal Officer and Corporate Secretary
- Berrin Noorata, Chief Corporate Affairs Officer
- Lloyd Brathwaite, Chief Information Officer
- Freddy Bensch, Chief Executive Officer, SweetWater
Board of Directors:
- Irwin D. Simon, Chairman
- Renah Persofsky, ICD.D, Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee, Independent Director
- Jodi Butts, Nominating & Governance Committee Member, Independent Director
- David Clanachan, Newly Appointed Independent Director
- John M. Herhalt Chair of the Audit Committee, Independent Director
- David Hopkinson, Nominating and Governance Committee & Compensation Committee Member, Independent Director
- Brendan Kennedy, Current Director and Former CEO, Tilray
- Tom Looney, Audit Committee & Compensation Committee Member, Independent Director
- Walter Robb, Chair of the Compensation Committee & Audit Committee Member, Independent Director
New Tilray Branding
The new Tilray emblem blends each Aphria and legacy Tilray’s branding right into a design that displays the brand new Company’s rising portfolio of manufacturers throughout cannabis-lifestyle and wellness product classes, together with medical, adult-use, hemp meals, and drinks. The continued use of “Tilray” because the Company’s identify evokes arduous work and hope – til shortened from tilling the soil and ray as in a ray of sunshine. Tilray is a pioneer navigating towards the tip of prohibition and constructed to ship on the collective wellbeing of the Company’s staff, customers, sufferers, companions, and native communities.
Jefferies LLC served as monetary advisor, and DLA Piper LLP (US), DLA Piper (Canada) LLP, and Fasken Martineau Dumoulin LLP acted as authorized counsel to Aphria. Cowen served as monetary advisor, and Cooley LLP and Blake, Cassels, and Graydon LLP acted as authorized counsel to Tilray.