Latest News
Cannabis Firms Aphria and Tilray Close Merger
Monday 03 May 2021

Canada-based cannabis company Aphria Inc. (TSX: APHA) (NASDAQ: APHA) has closed its combination with Canadian cannabis company Tilray, Inc. (NASDAQ: TLRY), to create a global cannabis company with a combined pro forma revenue of CDN 874m (USD 685m), the company said.

The deal is pursuant to a plan of arrangement under the Business Corp.s Act (Ontario), and the implied pro forma equity value of the Combined company is approximately CDN 5.0bn (USD 3.9bn), based on the share price of Aphria and Tilray at the close of market on December 15, 2020.

The combined company, supported by low-cost, state-of-the-art cultivation, processing, and manufacturing facilities, will have a complete portfolio of branded Cannabis 2.0 products in Canada.

The combined company will have a consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater Brewing Company, a cannabis lifestyle branded craft brewer, and Manitoba Harvest, a hemp food manufacturer and a pioneer in branded CBD and wellness products.

Under the terms of the Arrangement, the shareholders of Aphria will receive 0.8381 shares (the of Tilray for each Aphria common share, while holders of Tilray shares will continue to hold their Tilray shares with no adjustment to their holdings.

With completion of the arrangement, Aphria Shareholders will own approximately 62% of the outstanding Tilray Shares on a fully diluted basis, resulting in a reverse acquisition of Tilray, representing a premium of 23 % based on the share price at market close on December 15, 2020 to Tilray shareholders.

The combined company will be well-positioned to pursue growth opportunities with its end-to-end EU-GMP supply chain and distribution, which includes Aphria's German medical cannabis distribution footprint and Tilray's 2.7m square foot European EU-GMP low-cost cannabis cultivation and production facility in Portugal.

Jefferies LLC is serving as financial advisor and DLA Piper LLP, DLA Piper (Canada) LLP and Fasken Martineau Dumoulin LLP are acting as legal counsel to Aphria. Cowen is serving as financial advisor and Cooley LLP and Blake, Cassels and Graydon LLP are acting as legal counsel to Tilray.
Date Published: 03/05/2021