Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note is incorporated by reference herein.
Under the terms of the Arrangement Agreement and the Plan of Arrangement, on April 30, 2021, each Aphria Share outstanding immediately
prior to the effective time of the Arrangement (the “Effective Time”) was transferred to Tilray in exchange for 0.8381 of a
share (the “Exchange Ratio”) of Class 2 common stock of Tilray, par value $0.0001 per share (“Class 2 Common Stock”). In the aggregate, Aphria shareholders received 266,804,667 shares of Class 2 Common Stock (the “Consideration Shares”). The Exchange Ratio was agreed to on December 15, 2020 and was not adjusted for any subsequent changes in market price of the
Class 2 Common Stock or the Aphria Shares prior to the Closing Date. The Arrangement was intended to qualify as a reorganization for U.S. federal income tax purposes.
In addition, at the Effective Time, (i) all Aphria equity
awards granted under Aphria’s equity compensation plans (the “Aphria Plans”) as of the Effective Time were assumed and exchanged into corresponding awards with respect to Class 2 Common Stock, with the number of shares underlying such awards (and the
exercise prices of such awards, in the case of options) adjusted based on the Exchange Ratio, (ii) all of the warrants to acquire Aphria Shares issued in 2016, to the extent not exercised as of the Effective Time, were exchanged into warrants
to acquire shares of Class 2 Common Stock after adjustments to reflect the terms of the Arrangement, and (iii) all remaining warrants to acquire Aphria Shares remained outstanding and became exercisable, in accordance with their respective
terms, for Class 2 Common Stock, after adjustments to reflect the terms of the Arrangement.
Treatment of Aphria Convertible Securities
Pursuant to the Arrangement, at the Effective Time, (i)
each outstanding option to purchase Aphria Shares (each, an “Aphria Option”) issued pursuant to the Aphria Plans, to the extent it had not been exercised as
of the Effective Date (as defined in the Arrangement Agreement), was exchanged for a stock option (each, a “Replacement Option”) to purchase a number of shares of Class 2 Common Stock equal to the product of the Exchange Ratio, rounded down
to two decimal places, multiplied by the number of Aphria Shares issuable on exercise of such Aphria Option immediately prior to the Effective Time (rounded down to the next whole number of shares of Class 2 Common Stock) for an exercise price
per share of Class 2 Common Stock (rounded up to the nearest whole cent) equal to the exercise price per share of such Aphria Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to two decimal places; (ii)
each restricted share unit issued under the Aphria Plans (each, an “Aphria RSU”) to the extent it had not been
exercised as of the Effective Date, was exchanged for a restricted stock unit of Tilray (each, a “Replacement RSU”) in
respect of a number of shares of Class 2 Common Stock equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria RSU immediately prior to the Effective Time
(rounded down to the next whole number of shares of Class 2 Common Stock); and (iii) each deferred share unit of Aphria issued pursuant to the Aphria
Plans (each, an “Aphria DSU”), to the extent it had not been exercised as of the Effective Date, was exchanged for a deferred share unit of Tilray (the “Replacement DSUs”) in respect of a number of shares of Class 2 Common Stock equal to the
product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria DSU immediately prior to the Effective Time (rounded down to the next whole number of shares of Class 2 Common
Stock). The terms, conditions and manner of exercise and other terms and conditions of each of the Replacement Options, the Replacement RSUs,
and the Replacement DSUs are the same as the terms and conditions of the respective Aphria Options, Aphria RSUs or Aphria DSUs for which they were exchanged, except that such Replacement Options, Replacement RSUs and Replacement DSUs are
governed by the terms and conditions of the Tilray, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Tilray Plan”). The Replacement Options, Replacements RSUs and Replacement DSUs are convertible into aggregate of 6,461,092
shares of Class 2 Common Stock. The exercise prices for the Replacement Options range from C$1.69 to C$27.58. The settlement of Replacement RSUs and Replacement DSUs vary, occurring within a short-term deferral period after either the
satisfaction of time- or performance-based conditions or upon a deferred settlement date (including but not limited to termination of service or upon election) as permitted under the applicable award agreement.
Treatment of Aphria Warrants
Pursuant to the Arrangement, at the Effective Time, each 2016 Aphria Warrant (as defined in the Arrangement Agreement), to the extent
it had not been exercised as of the Effective Date, was exchanged for a warrant (a “Replacement Warrant”) to purchase a
number of shares of Class 2 Common Stock equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares issuable on exercise of such Aphria Warrant immediately prior to the Effective Time
for an exercise price per share of Class 2 Common Stock equal to the exercise price per share of such Aphria Warrant immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to two decimal places, and rounded up to the
nearest whole cent (provided that, to the extent the foregoing calculation resulted in a Replacement Warrant being exercisable for a fraction of a share of Class 2 Common Stock, then the number of shares of Class 2 Common Stock subject to such
Replacement Warrant was rounded down to the next whole number of shares of Class 2 Common Stock). After giving effect to the foregoing adjustments, an aggregate amount of 166,000 Replacement Warrants, with an expiration date of September 19,
2021, were issued at an exercise price of $3.79 in connection with the consummation of the Arrangement. The terms, conditions and manner of exercise for each of the Replacement Warrants are otherwise the same as the terms and conditions of the
2016 Aphria Warrant for which it was exchanged.
At the Effective Time, each 2020 Aphria Warrant (as defined in the Arrangement Agreement) was continued on the same terms and
conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the terms of the Aphria Warrant Indenture (as defined in the Arrangement Agreement), the terms of the 2020 Aphria Warrants were amended so as to
substitute for the Aphria Shares subject to such 2020 Aphria Warrants such number of shares of Class 2 Common stock equal to (A) the number of Aphria Shares subject to the 2020 Aphria Warrants immediately prior to the Effective Time, multiplied
by (B) the Exchange Ratio, rounded down to two decimal places.
The foregoing summary description of the completion of the
Arrangement does not purport to be complete and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which was filed as Exhibit 2.1 to the Current Reports on Form 8-K filed by Tilray with the SEC on December
21, 2020 and February 22, 2021, and is incorporated by reference into this Item 2.01.