Tilray Completes Merger With Privateer Holdings

TilrayPrivateerCANADA: Tilray, Inc., a global pioneer in cannabis research, cultivation, production and distribution, today announced that the merger with Privateer Holdings, Inc. closed on December 12, 2019.
 
Mark Castaneda, Chief Financial Officer of Tilray, said: “We appreciate the long-term confidence that Privateer has in the Tilray business and we look forward to having their investors as part of our stockholder base. We believe this transaction will give Tilray greater control and operating flexibility, while allowing us to effectively manage our public float.”
 
Pursuant to the merger, all of Privateer’s capital stock outstanding immediately prior to the effective time of the merger (excluding certain shares) were cancelled and automatically converted solely into the right to receive the applicable portion of an aggregate shares of Tilray Class 2 common stock and shares of Tilray Class 1 common stock (inclusive of shares of Tilray Class 2 common stock held in escrow for contingent release to Privateer’s stockholders) issuable as consideration in merger.  Tilray did not pay any cash consideration in connection with the merger.

As previously disclosed, each Privateer equity holder who received the shares of Tilray stock in the merger is subject to a lock-up allowing for the sale of such shares only under certain circumstances over a two-year period. During the first year following the closing of the merger, shares will be released only pursuant to certain offerings or sales arranged by and at the discretion of Tilray. At the end of the first year, to the extent not already released at Tilray’s discretion as a result of the aforementioned offerings or sales, 50 percent of the total shares subject to the lock-up will be released. Over the course of the second year following closing, the remaining shares will be subject to a staggered release in four equal quarterly increments.

Tilray Imports Bulk Supply of Medical Cannabis Oil Into The United Kingdom

CANADA: Tilray, a global pioneer in cannabis research, cultivation, production and distribution, today announced it has imported medical cannabis oral solutions in bulk into the United Kingdom from its Good Manufacturing Practices (GMP)-certified facility in Canada. This export allows Tilray to provide authorized U.K. patients in need with a locally maintained supply of medical cannabis oral solutions.
 
In September 2018, Tilray announced the successful import of Tilray 2:100 medical cannabis oil for a pediatric patient in need in the United Kingdom. Tilray’s 2:100 cannabis oil was supplied via a government-approved special access program following the U.K. Home Secretary’s historic announcement that declared prescriptions of cannabis-derived medicines legal for patients with an exceptional clinical need.
 
“As demand ramps up in the U.K., Tilray is well positioned to be a leading supplier of medical cannabis products,” says Sascha Mielcarek, Managing Director of Tilray Europe. “Regulations are progressing as more and more countries across Europe are recognizing the benefits of medical cannabis and its potential to improve patients’ quality of life. We’re pleased to reaffirm our commitment to delivering medical cannabis to patients in the U.K. and look forward to offering a variety of GMP-certified, pharmaceutical-grade products in the coming months.”
 
Tilray has six medical cannabis products approved for medical use in the U.K. that can be made available to patients with medical cannabis prescriptions obtained through private practice or the National Health Service. Tilray anticipates supplying a variety of cannabidiol (CBD)-dominant, tetrahydrocannabinol (THC)-dominant and balanced oral solutions for patients looking to use medicines derived from cannabis.
 
“This bulk import of Tilray medical cannabis oral solutions provides patients in need access to a sustained supply of GMP-certified, high quality medical cannabis,” says Catherine Jacobson, Tilray’s Vice President of Medical and Regulatory Affairs. “This is an important step in improving access in the U.K. Tilray will continue to advocate for reasonable patient access to medical cannabis in the U.K. and countries around the world.”

Leafly Pickup Expands Into Canada

CANADA: Leafly, the leading technology platform that helps people discover and find cannabis, today announced the launch of Leafly Pickup in Canada. Leafly Pickup allows consumers to browse the menus of participating cannabis retailers, reserve products online, and then pick up and purchase products in-store directly from the retailer.

Leafly Pickup is available now with leading Canadian recreational cannabis retailer Spiritleaf, a brand established by Inner Spirit Holdings Ltd. (CSE: ISH). Leafly Pickup will initially be available at Spiritleaf’s Alberta and Saskatchewan retail cannabis stores, including new flagship locations in Calgary and Edmonton, Alberta. Additional retailers will follow Spiritleaf and launch the service in coming weeks and months. Canada is the first country to offer the service outside the United States, which first launched it in March 2018.

“Leafly Pickup is truly a consumer-first technology that exists to help people find the cannabis products they want coupled with the information they need to make informed decisions,” said Leafly CEO Tim Leslie. “We’re proud of the momentum Leafly Pickup has in the U.S. It’s improving the consumer experience and it’s boosting revenue for retail partners. Leafly Pickup is just another way we’re showing Canadians that Leafly is their destination for cannabis discovery and education.”

“Leafly Pickup is the latest example of how we leverage technology to solve business issues in the cannabis value chain – specifically, by increasing consumer access and the appeal of the legal market,” said Jo Vos, Managing Director, Leafly Canada. “We’re proud to launch this new feature with the fantastic team at Spiritleaf – just in time for Canada Day.”

Spiritleaf has franchise-owned or licensed retail cannabis stores operating in Brooks, Lethbridge, St. Albert, Calgary (Stonegate) and Edmonton (Argyll), Alberta; Moose Jaw, Saskatchewan; and Kingston, Ontario. Spiritleaf’s first corporate-owned retail cannabis stores are expected to open this week in Calgary (Beltline) and Edmonton (Old Strathcona), Alberta.

 

Tilray Launches Initial Public Offering

CANADA: Tilray, a vertically-integrated and federally-licensed cannabis cultivator, processor and distributor, announced that it has launched an initial public offering of its Class 2 common stock pursuant to a registration statement on Form S-1 previously filed with the United States Securities and Exchange Commission. Tilray has applied to list its common stock on the Nasdaq Global Select Market under the ticker symbol “TLRY”.

 

Agreement represents major milestone recognizing medical cannabis as a conventional medicine for patients in need

Tilray is offering 9,000,000 shares of Class 2 common stock at an initial price to the public between US$14.00 and US$16.00 per share (approximately CAD$18.40 to CAD$21.00 per share1). Tilray intends to grant the underwriters a 30-day over-allotment option to purchase up to 1,350,000 additional shares.

In order to qualify the offering of securities in Canada and to ensure that purchasers in Canada are not subject to restrictions on resale, Tilray has also filed a preliminary prospectus for a proposed IPO in Canada with the securities regulatory authorities in each province of Canada other than the Province of Quebec. Tilray does not intend to list on any stock exchange in Canada.

Cowen and BMO Capital Markets are acting jointly as book-runners for the proposed IPO. Cowen is acting as the sole book-running manager for the IPO in the United States, and BMO Capital Markets is acting as the sole book-running manager for the IPO in Canada. Eight Capital is acting as lead manager for the IPO in Canada. In the United States, Roth Capital Partners is acting as lead manager and Northland Capital Markets is acting as a co-manager for the IPO.

The offering will be made only by means of a prospectus. Copies of the U.S. preliminary prospectus may be obtained from the SEC’s website or from Cowen by contacting Cowen c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department. Phone: (631) 274-2806. Copies of the Canadian preliminary prospectus may be obtained from www.sedar.com or from BMO Capital Markets by contacting BMO Capital Markets, Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 or by telephone at (905) 791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca.

A registration statement on Form S-1 relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

1Based approximately on the Bank of Canada daily exchange rate on July 5, 2018 of C$1.3129 = US$1.00

High Park Farms Begins Cannabis Cultivation in Ontario

CANADA: High Park Farms has announced that cannabis cultivation has begun at its state-of-the-art greenhouse in Enniskillen, Ontario following the successful arrival of thousands of live cannabis plants from Nanaimo, British Columbia. The arrival of the plants marks a major milestone for High Park as the company rapidly scales its operations in anticipation of the historic legalization of cannabis for adult-use in Canada expected to occur later this year.

“British Columbia is known around the world for its rich cannabis culture and the quality of its cannabis genetics,” said Adine Fabiani-Carter, Chief Marketing Officer at High Park. “We’re proud to bring high-quality cannabis genetics from British Columbia to Ontario to be ready for adult-use legalization anticipated later this year.”

The plant transfer, which occurred over the course of 36 hours last week, took thousands of healthy cannabis plants on a journey of more than 4,100 kilometres from Vancouver Island, British Columbia to Lambton County, Ontario. A carefully choreographed process involving a team of drivers, pilots, growers, production managers and security personnel ensured the health and safety of the plants. The plants rode an early-morning ferry from Nanaimo to Horseshoe Bay, then departed from Vancouver International Airport on a chartered, cargo-configured, Boeing 757. Upon landing at Hamilton International Airport, the plants made the final leg of the trip to High Park Farms in Enniskillen via climate-controlled tractor-trailers.

High Park Farms, which is anticipated to represent an investment of up to $30 million, received its federal license from Health Canada to cultivate cannabis under the Access to Cannabis for Medical Purposes Regulations (ACMPR) on April 13, 2018. The facility features 13 acres of greenhouse on 100 acres of property. Its first harvest is anticipated in June. In accordance with the Cannabis Act introduced in Canadian parliament in April 2017, High Park Farms anticipates that its ACMPR cultivation license will provide the company the ability to supply the adult-use cannabis market in Canada once the legislation is adopted.

 

Tilray Launches High Park Company to Produce And Distribute Adult-Use Cannabis In Canada

CANADA: In anticipation of the historic legalization of adult-use cannabis in Canada,  Tilray has announced the creation of wholly-owned subsidiary High Park Company to produce and distribute a broad-based portfolio of cannabis brands and products. As a part of this announcement, the company announced it will be making an investment of up to $10 million in a new facility located in London, Ontario to process and distribute finished cannabis products for the adult-use market in Canada.

Broad-Based Brand Portfolio
Based in Toronto and led by a team with deep experience in cannabis and global consumer brands, High Park has secured the exclusive rights to produce and distribute a broad-based portfolio of adult-use cannabis brands and products in Canada, subject to applicable laws and regulations. These brands include:

  • Marley Natural, crafted with deep respect for wellness and the positive potential of the herb. Marley Natural products include whole flower, pre-rolls, vape oil cartridges and cannabis-infused edibles.*
  • Irisa, a women’s wellness brand. Irisa products include milled blends, pre-rolls and elixirs.*
  • Dutchy, for the more frequent consumer. Dutchy products include whole flower, pre-rolls and vape oil cartridges.*
  • Graila luxury brand. The Grail brand offers a unique variety of products, including rare strains with exotic cannabinoid and terpene profiles.
  • Headlight, for the experienced consumer. Headlight products include cannabis concentrates, waxes and vape oil cartridges.*
  • Goodship, makers of damn fine edibles. The Goodship brand is known for its delectable cannabis-infused baked goods, chocolates and confections.*
  • Wallopscreators of high-intensity chews and confections.*

In addition to acquiring the rights to bring the brands listed above to Canada, High Park has developed new brands and products for the Canadian market.

*Vape oil cartridges, tinctures, cannabis concentrates, waxes and cannabis edibles are not anticipated to be permitted under Canadian adult-use legislation initially, but the Government of Canada has indicated that edibles will be permitted no later than 12 months after the legislation comes into force. Other forms may be permitted at a later date.

Production Capacity Expansion
In response to rapidly growing global demand for cannabis products, we previously announced an investment of up to $30 million in a second facility featuring 13 acres of greenhouse located on 100 acres of property in Enniskillen, Ontario. The facility, now called High Park Farms™, is currently under construction and is expected to begin cultivating cannabis in the first half of 2018 subject to the receipt of necessary regulatory approvals.

 

Tilray Signs Letter Of Intent With Pharmasave

CANADA:  Tilray Canada announced that it has entered into a Letter of Intent (LOI) to become a preferred medical cannabis supplier to Pharmasave, the premier independent pharmacy banner in Canada.

Subject to changes to Canadian regulations that would allow such distribution, Tilray will supply and distribute Good Manufacturing Practices (GMP) certified Tilray-branded medical cannabis products through Pharmasave pharmacists. Tilray is a global pioneer in medical cannabis research, cultivation, processing and distribution, and was the first medical cannabis company with a North American production facility to obtain GMP certification in accordance with the European Medicines Agency’s (EMA) standards. Tilray currently supplies tens of thousands of patients with high-quality, GMP-certified products in ten countries spanning five continents.

Pharmasave is a member-governed cooperative of more than 650 independently owned community pharmacies across Canada. Pharmasave believes that pharmacists play an important role in helping to improve patient care. For more than a year, Pharmasave has been providing Pharmasave Pharmacists, as medication management experts, with education and resources on medical cannabis, to help them better understand the current regulations and learn more about the possible uses, benefits and risks of medical cannabis. For those patients who take multiple medications and may have a complex medication therapy, pharmacists can work with patients and physicians to safely achieve positive health outcomes.

“Tilray’s products are available in ten countries around the world. Our products can be purchased by patients in pharmacies in each of those countries except Canada. Today’s announcement puts us in a strong position to expand the availability of our products to additional patients in need throughout Canada,” said Brendan Kennedy, Tilray CEO. “It’s exciting that we have the potential to bring our medical cannabis products to patients via pharmacies in Canada with a partner like Pharmasave, a company that shares our commitment to patient safety and access.”

 

 

Tilray Forms Strategic Alliance With Leading Pharmaceutical Company In Canada

CANADA: Tilray, a federally licensed producer of medical cannabis, announced today that it has signed a binding letter of intent (LOI) to be the exclusive collaborator of a major pharmaceutical company to accelerate innovation and increase availability of high quality medical cannabis products. Through this LOI and the anticipated definitive agreements, Tilray is allied with Sandoz Canada Inc. (Sandoz Canada), an affiliate of Sandoz International GmbH, a global leader in generic pharmaceuticals and biosimilars and part of the Novartis Group.

This strategic alliance represents another major milestone in the recognition of medical cannabis and cannabinoids as conventional medicine. Tilray is a global pioneer in medical cannabis research, production and distribution, and was the first medical cannabis company to obtain current Good Manufacturing Practice (cGMP) certification in accordance with the European Medicines Agency’s (EMA) standards. Tilray currently supplies tens of thousands of patients with high-quality, cGMP-certified products in ten countries spanning five continents.

This agreement builds on Tilray’s pioneering track-record as a company committed to making pharmaceutical-grade medical cannabis products available to patients in need. In addition to the agreement with Sandoz Canada, Tilray has formed strategic partnerships with NOWEDA, one of Germany’s largest pharmaceutical distributors, which distributes Tilray products to more than 20,000 pharmacies across Germany, and Shoppers Drug Mart, Canada’s largest pharmacy chain.

“This agreement is a major milestone on the long road to legitimizing medical cannabis as conventional medicine,” said Brendan Kennedy, Tilray Chief Executive Officer. “Tilray is pleased to be, what we believe is, the first federally licensed producer of medical cannabis to form a strategic alliance with a local affiliate of a global pharmaceutical company to improve the availability and quality of medical cannabis products for Canadian patients in need.”

Tilray Announces Completion Of Series A Funding Round Led by Global Institutional Investors

C$60 million Series A financing will enable Tilray to increase production capacity and expand distribution in North America and Europe

CANADA:  Tilray has announced the completion of its Series A funding round totaling C$60 million. The round was comprised of a group of leading global institutional investors.

According to a company press release, Tilray will use the new funding to increase its existing production capacity in North America, to continue to build its European Union campus in Portugal, and to expand availability of its products to more patients and pharmacies around the globe. The terms of the Series A funding round, including Tilray’s valuation, were not disclosed.

Tilray, federally licensed in Canada and Europe, currently sells pharmaceutical-grade, GMP-certified medical cannabis products to tens of thousands of patients in eight countries. The company supplies hospitals, pharmacies and pharmaceutical distributors on four continents, and has signed supply agreements with NOWEDA, one of Germany’s largest pharmaceutical wholesalers, and Shoppers Drug Mart, Canada’s largest pharmacy chain.

Since its founding in 2014, Tilray has been wholly-owned and solely funded by Privateer Holdings, the world’s leading private equity firm investing exclusively in legal cannabis. Tilray’s Series A funding round marks the first time that outside investors have invested directly into a Privateer Holdings portfolio company. With its Series A funding and incorporation, Tilray is positioned to operate and finance its growth independent of Privateer Holdings.

The Goodship Joins Privateer Holdings

WASHINGTON:  The Goodship, Washington state’s popular and beloved cannabis edibles brand, announced today that it has joined the Privateer Holdings family of brands. Together, The Goodship and Privateer Holdings will develop new products and expand the brand’s availability to consumers in new markets across North America.

Stellar baking and confection-making are at the heart of The Goodship. (Photo: Business Wire)

Stellar baking and confection-making are at the heart of The Goodship. (Photo: Business Wire)

Founded in 2014 by Jody Hall, The Goodship makes “damn fine edibles,” from delectable cookies and brownies to delicious confections and sweets. The Goodship brand is a local favorite for its best-in-class products, innovative programming, and whimsical, community-driven spirit. Goodship has garnered national attention from the likes of VICE, Forbes, and Money Magazine, which crowned Hall “The Weed Queen of Washington.”

“I founded Goodship to celebrate the ways that cannabis can promote creativity and help bring people together,” said Hall, a Seattle entrepreneur who also founded the city’s award-winning Cupcake Royale bakery after helping to bring Starbucks to consumers nationwide as one of the company’s first marketing employees. “As a part of the Privateer Holdings family of brands, we now have the resources, capital and expertise to create new confections, test innovative flavors, host even more exciting events — and bring our products to adult consumers in new markets.”

Privateer Holdings is the world’s first and leading private equity firm to invest exclusively in legal cannabis. The firm has raised more than $150 million to invest in a portfolio of cannabis brands that currently employ more than 500 professionals working on the ground in 7 U.S. states and 7 countries.

“We are proud to welcome The Goodship to the Privateer Holdings family. Jody and her team have created something truly special: a purpose-driven brand with unrivaled products, unmistakable packaging, and a thriving entrepreneurial culture.” said Brendan Kennedy, CEO of Privateer Holdings. “At Privateer Holdings, we are focused on building a portfolio of global cannabis brands that are leaders in their respective categories. We were instantly drawn to The Goodship because their team is already setting and exceeding the standard for what a cannabis edibles brand should be. This is an exciting time to be in the cannabis industry, and we’re looking forward to working together to develop innovative products and bring Goodship to new legal markets across North America.”

In addition to The Goodship, Privateer Holding’s family of brands also includes:

  • Leafly – The world’s leading cannabis website and mobile application, with more than 13 million monthly visitors and the world’s largest database of user-generated reviews of cannabis strains, products and dispensaries.
  • Tilray – A global pioneer in medical cannabis research, production, and distribution, currently serving tens of thousands of patients, physicians, pharmacies, governments, hospitals, and researchers in eight countries spanning four continents.
  • Marley Natural – A premium cannabis lifestyle brand rooted in the life and legacy of Bob Marley. Marley Natural cannabis products are currently available in California, Washington, and Oregon, with body care and smoking accessories available nationally and internationally via www.MarleyNaturalShop.com.