LEAMINGTON, ON, April 15, 2021 /PRNewswire/ - 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.
We Have A Good Thing Growing
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.
