Cash proceeds of $47 million received, with additional $10 million upon satisfaction of certain conditions
CANADA: Aphria announced that independent members of its Board of Directors consisting of Shlomo Bibas, John Herhalt, Tom Looney and Irwin Simon, unanimously approved the early termination and liquidation of a promissory note, option and other agreements related to the Company’s previously announced divestment of all interests in Liberty Health Sciences.
As detailed on September 6, 2018, the Company entered into a share purchase agreement with a group of buyers, wherein it completed the sale of the shares making up 100% of its outstanding interest in Liberty, in exchange for a five-year promissory note due September 6, 2023, bearing interest at 12% per annum and in the amount of $59,097,986. Aphria retained an irrevocable option to repurchase its shares in Liberty from the buyers for a period of up to five years, subject to the satisfaction of certain conditions.
In line with Aphria’s commitment to enhanced corporate governance practices and a renewed focus on its
strategic plan, the option in the Liberty shares represented a non-essential holding of the Company. Accordingly, the independent members of the Board of Directors unanimously approved the Early Termination and Liquidation wherein the Company received cash consideration (the “Consideration”) of
$47.4 million and may earn up to an additional $10 million based on certain value thresholds, if the counterparties monetize the Liberty shares underlying the terminated option within six months. Jefferies LLC acted as financial advisor to the Company.
The Early Termination and Liquidation represents the ultimate conclusion of Aphria’s investment in Liberty. From Aphria’s first investment in Liberty of $25 million in April 2017 until today’s date, Aphria earned a return equal to 3.4 times its cumulative investment in Liberty, an internal rate of return of approximately 167.2% on the initial investment.