Tilray & Aphria Announce Closing of Transaction That Creates the “New” Tilray – a Global Cannabis Leader

Operational Efficiencies Expected to Generate Approximately US$81 Million Annual Pre-Tax Cost-Saving Synergies for New Tilray Within Eighteen Months

NEW YORK & CANADA: Tilray, Inc. and Aphria Inc. today announced the completion of the previously announced business combination, ushering in a new era in the global cannabis industry. The combined company, which will operate as Tilray (the “Company”), brings together two highly complementary businesses to create the leading cannabis-focused consumer packaged goods (“CPG”) company with the largest global geographic footprint in the industryThe combined company had a market cap of approximately US$8.2 billion based on the closing stock prices on April 30, 2021.

 

The Company’s class 2 common stock (“Tilray Shares”) will continue to trade on the Nasdaq Global Select Exchange under the ticker symbol “TLRY” and will commence trading on the Toronto Stock Exchange under the ticker symbol “TLRY” on May 5, 2021. As previously announced, each Aphria shareholder received 0.8381 of a Tilray Share for each Aphria common share (each an “Aphria Share”) held on April 30, 2021, the effective time of the transaction. Holders of Tilray Shares prior to the completion of the transaction continue to hold their Tilray Shares with no adjustment as a result of the transaction. An early warning report in respect of the Company’s acquisition of all of the outstanding Aphria Shares pursuant to the transaction will be filed on SEDAR and will be ‎available under Aphria’s issuer profile at www.sedar.com.‎

Irwin D. Simon, the Company’s Chairman and Chief Executive Officer, commented, “Our focus now turns to execution on our highest return priorities including business integration and accelerating our global growth strategy. Covid-19 related lockdowns have presented unique challenges across Canadian and German markets. As these markets begin to re-open, Tilray is poised to strike and transform the industry with our highly scalable operational footprint, a curated portfolio of diverse medical and adult-use cannabis brands and products, a multi-continent distribution network, and a robust capital structure to fund our global expansion strategy and deliver sustained profitability and long-term value for our stakeholders.”

Mr. Simon continued, “Our global team is laser-focused on turning potential into performance and addressing consumer and patient needs for safe, innovative, and high-quality products. We are eager to get to work and want to thank both the Aphria and the Tilray Boards of Directors and especially Brendan Kennedy for his spirit of partnership and irrepressible belief in the art of ‘what’s possible.’ We will benefit enormously from his legacy and continued service on the Tilray Board.”

We expect that the business combination will provide, among others, the following financial and strategic benefits:

World’s Largest Global Cannabis Company. The combination of Aphria and Tilray brings together two highly complementary businesses to create the leading cannabis-focused CPG company with the largest global geographic footprint in the industry.

Strategic Footprint and Operational Scale. We believe that the Company has the strategic footprint and operational scale necessary to compete more effectively in today’s consolidating cannabis market with a strong, flexible balance sheet, strong cash balance, and access to capital, which we believe will give the Company the ability to accelerate growth and deliver long-term sustainable value for stockholders.

Low-cost, State-of-the-Art Production & the Leading Canadian Adult-Use Cannabis Producer. The demand for the Company’s products will be supported by low-cost state-of-the-art cultivation, processing, and manufacturing facilities, and it will have a complete portfolio of branded cannabis 2.0 products to strengthen its leadership position in Canada.

Positioned to Pursue an Accelerated International Growth Strategy. The Company is well-positioned to pursue international growth opportunities with its strong medical cannabis brands, distribution network in Germany, and end-to-end European Union Good Manufacturing Practices (“EU-GMP”) supply chain, which includes its production facilities in Portugal and Germany.

Enhanced Consumer Packaged Goods Presence and Infrastructure in the U.S. In the United States, Tilray has a strong consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater, a leading cannabis lifestyle branded craft brewer, and Manitoba Harvest, a pioneer in branded hemp, CBD and wellness products with access to 17,000 stores in North America. In the event of federal permissibility, the Company expects to be well-positioned to compete in the U.S. cannabis market given its existing strong brands and distribution system in addition to its track record of growth in consumer-packaged goods and cannabis products.

Substantial Synergies. The Company expects to deliver approximately US$81 million (C$100 million) of annual pre-tax cost synergies within eighteen months and plans to achieve cost synergies in the key areas of cultivation and production, cannabis and product purchasing, sales, and marketing, and corporate expenses.

Tilray’s new leadership team and board of directors will provide a strong foundation for the Company to accelerate growth and capitalize on the business combination’s many benefits.

Effective on closing, the senior management team and Board of Directors of the Company were reconstituted as follows:

  • Irwin D. Simon, Chairman and Chief Executive Officer
  • Carl Merton, Chief Financial Officer
  • Denise Faltischek, Head of International and Chief Strategy Officer
  • Jim Meiers, President, Canada
  • Jared Simon, President, Manitoba Harvest and Tilray Wellness
  • Rita Seguin, Chief Human Resources Officer
  • Dara Redler, Interim Chief Legal Officer and Corporate Secretary
  • Berrin Noorata, Chief Corporate Affairs Officer
  • Lloyd Brathwaite, Chief Information Officer
  • Freddy Bensch, Chief Executive Officer, SweetWater

Board of Directors:

  • Irwin D. Simon, Chairman
  • Renah Persofsky, ICD.D, Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee, Independent Director
  • Jodi Butts, Nominating & Governance Committee Member, Independent Director
  • David Clanachan, Newly Appointed Independent Director
  • John M. Herhalt Chair of the Audit Committee, Independent Director
  • David Hopkinson, Nominating and Governance Committee & Compensation Committee Member, Independent Director
  • Brendan Kennedy, Current Director and Former CEO, Tilray
  • Tom Looney, Audit Committee & Compensation Committee Member, Independent Director
  • Walter Robb, Chair of the Compensation Committee & Audit Committee Member, Independent Director

New Tilray Branding

The new Tilray logo blends both Aphria and legacy Tilray’s branding into a design that reflects the new Company’s growing portfolio of brands across cannabis-lifestyle and wellness product categories, including medical, adult-use, hemp foods, and beverages. The continued use of “Tilray” as the Company’s name evokes hard work and hope – til shortened from tilling the soil and ray as in a ray of sunshine. Tilray is a pioneer navigating toward the end of prohibition and built to deliver on the collective wellbeing of the Company’s employees, consumers, patients, partners, and local communities.

Aphria And Tilray Combine To Create Largest Global Cannabis Company With Pro Forma Revenue Of C$874 Million (US$685 Million)

Complementary, Scalable Medical and Adult-Use Cannabis Businesses Strengthen Leadership Position in Canada; Expands U.S. and International Reach through World-Class Cultivation, Manufacturing, Diversified Product Portfolio and Distribution Footprint

CANADA: Aphria Inc., a leading global cannabis company inspiring and empowering the worldwide community to live their very best life, and Tilray, Inc. , a global pioneer in cannabis research, cultivation, production and distribution, today announced that they have entered into a definitive agreement to combine their businesses and create the world’s largest global cannabis company based on pro forma revenue1. The deal is pursuant to a plan of arrangement under the Business Corporations Act (Ontario), and the implied pro forma equity value of the Combined Company is approximately C$5.0 billion (US$3.9 billion), based on the share price of Aphria and Tilray at the close of market on December 15, 2020. Following the completion of the Arrangement, the Combined Company will have principal offices in the United States (New York and Seattle), Canada (Toronto, Leamington and Vancouver Island), Portugal and Germany, and it will operate under the Tilray corporate name with shares trading on NASDAQ under ticker symbol “TLRY”.

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. Internationally, the Combined Company will be well-positioned to pursue growth opportunities with Aphria’s medical cannabis and distribution footprint in Germany, and Tilray’s European Union Good Manufacturing Practices low-cost cannabis production facility in Portugal, which has export capabilities and tariff-free access to the European Union to meet increasing global demand for medical cannabis. In the United States, the Combined Company will have a strong consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater Brewing Company, a cannabis lifestyle branded craft brewer, and Manitoba Harvest, a leading hemp food manufacturer and a pioneer in branded CBD and wellness products. The Combined Company is expected to have a strong, flexible balance sheet, cash balance and access to capital giving it the ability to accelerate growth and deliver attractive returns for stockholders.

Under the terms of the Arrangement, the shareholders of Aphria will receive 0.8381 shares 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. Upon the completion of the Arrangement, Aphria Shareholders will own approximately 62 percent of the outstanding Tilray Shares on a fully diluted basis, resulting in a reverse acquisition of Tilray, representing a premium of 23 percent based on the share price at market close on December 15, 2020 to Tilray shareholders. On a pro forma basis for the last twelve months reported by each company, the Combined Company would have had revenue of C$874 million (US$685 million).

Proven Leadership Team

The Combined Company will be led by a best-in-class management team and board of directors, with strong track records in consumer-packaged goods and cannabis experience internationally. Upon completion of the Arrangement, Aphria’s current Chairman and Chief Executive Officer, Irwin D. Simon, will lead the Combined Company as Chairman and Chief Executive Officer. The board of directors will consist of nine members, seven of which, including Mr. Simon, are current Aphria directors and two of which will be from Tilray, including Brendan Kennedy, and one of which is to be designated. Aphria and Tilray are confident that the leadership team and proposed board of directors of the Combined Company provides a strong foundation for the Combined Company to accelerate growth. Additional senior leadership positions at the Combined Company will be named at a later date.

“This is an exciting day for both companies including our 2,500 employees, for the cannabis industry, and for patients and consumers around the world. We are bringing together two world-class companies that share a culture of innovation, brand development and cultivation to enhance our Canadian, U.S., and international scale as we pursue opportunities for accelerated growth with the strength and flexibility of our balance sheet and access to capital,” said Mr. Simon. “Our highly complementary businesses create a combined company with a leading branded product portfolio, including the most comprehensive Cannabis 2.0 product offerings for patients and consumers, along with significant synergies across our operations in Canada, Europe and the United States. Our business combination with Tilray aligns with our strategic focus and emphasis on our highest return priorities as we strive to generate value for all stakeholders.”

“I am honored to work with Brendan Kennedy, a pioneer in the cannabis industry, and the Tilray team as they join forces with our talented employees at Aphria,” continued Mr. Simon. “I look forward to leading the talented teams of both Aphria and Tilray as we seek to create a leading global cannabis and consumer packaged goods company with a portfolio of medical, wellness and adult-use brands consumers love.”

Mr. Kennedy, Tilray’s Chief Executive Officer, commented, “We are thrilled to bring together two cannabis industry leaders. At this nascent stage of development and expansion of the global cannabis market, we believe companies with leading geographic scale, product range and brand expertise are most likely to benefit long-term. By leveraging our combined strengths and capabilities, we expect to be able to meet the needs of consumers more effectively all over the world and advance patient care. With a strong financial profile, low-cost production, leading brands, distribution network and unique partnerships, we believe the Combined Company will be well-positioned to deliver sustainable, attractive returns for stockholders. I look forward to working with Irwin and the Combined Company’s management team to make our consumer products more accessible around the world.”

Strategic and Financial Benefits

The Combined Company will be the largest global cannabis company based on pro forma revenue for the last twelve months reported by each company with scale and breadth across major geographies and a complete portfolio of market leading brands in the major Cannabis 2.0 product categories. Aphria and Tilray each believe the business combination pursuant to the Arrangement will provide the following financial and strategic benefits, among others:

Financial Strength and Flexibility: The Combined Company will enjoy an attractive financial profile with pro forma revenue of C$874 million (US$685 million) for the last twelve months reported by each company, the highest in the global cannabis industry. In Canada, the combination of Aphria and Tilray will create the leading adult-use cannabis company with gross revenue of C$296 million (US$232 million) in the adult-use market for the twelve months reported by each company. Aphria has generated positive adjusted EBITDA over the last six quarters2, which in combination with the synergies to be realized, provides a robust platform for future profitability and cash flow generation for the Combined Company. This, collectively with the strength of the Combined Company’s balance sheet and access to capital, is expected to help accelerate global growth and value for the Combined Company’s stakeholders.

Creates the Leading Canadian Adult-Use Cannabis Licensed Producer: Together, Aphria and Tilray will be the leading adult-use cannabis Canadian Licensed Producer based on revenue for the last twelve months by combining their respective brands, distribution networks and world-class facilities. In Canada’s C$3.1 billion adult-use, retail market3, the Combined Company will have one of the lowest cost production operations with its state-of-the-art facilities. In addition, the Combined Company will have a portfolio of carefully curated brands across all consumer segments that are sold through its distribution partners. On a pro forma basis, for the period August to October 2020, the Combined Company would have held a 17.3% retail market share4, the largest share held by any single Licensed Producer in Canada and 700 basis points higher than the next closest competitor.

Increases Product Breadth and Commitment to Innovation: Leveraging both Aphria and Tilray’s commitment and culture of innovation and brand building, the Combined Company will serve clients with a complete portfolio of Cannabis 2.0 products and sales and service infrastructure supported by leading distribution partners. Aphria and Tilray’s complementary brands will be available across economy, value, core, premium and premium plus product offerings. In addition, the Combined Company will have a complete breadth of products in every major cannabis category, including flower, pre-roll, oils, capsules, vapes, edibles and beverages.

Establishes an Unrivaled European Platform: 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 2.7 million square foot European EU-GMP low-cost cannabis cultivation and production facility in Portugal. In Germany, Aphria’s wholly-owned subsidiary, CC Pharma GmbH, will provide the Combined Company with distribution capabilities for the Aphria and Tilray medical cannabis brands to more than 13,000 pharmacies. In Portugal, Tilray’s EU-GMP cultivation and production facility will provide the Combined Company with the capacity to cultivate and produce medical cannabis products in order to meet international demand and has export capabilities, which provides tariff-free access to the EU.

Enhances Consumer Packaged Goods Presence and Infrastructure in the U.S.: In the United States, the Combined Company will have a strong consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater, a cannabis lifestyle branded craft brewer, and Manitoba Harvest, a pioneer in branded hemp, CBD and wellness products with access to 17,000 stores in North America. The Combined Company is expected to leverage SweetWater’s craft beer manufacturing and distribution network to build brand awareness for the Combined Company’s leading brands via craft beers, hard seltzers, and other beverages as it seeks to take advantage of opportunities for both the adult-use and health and wellbeing beverage trends. The Combined Company also expects to pursue the opportunity to expand with new or existing CBD or other cannabinoid brands leveraging Manitoba Harvest’s strong hemp and wellness product platform. When U.S. regulations allow, the Combined Company expects to be well-positioned to compete in the U.S. cannabis market given its existing strong brands and distribution system in addition to its track record of growth in consumer-packaged goods and cannabis.

Positions Combined Company to Continue to Grow in the Beverage Segment: The Combined Company believes it will be well-positioned to pursue an accelerated rate of growth in the Canadian and the U.S. beverage industries by leveraging SweetWater’s innovation, knowledge, and expertise to introduce adult-use cannabis brands via craft beers and other beverages. This includes leveraging Aphria and Tilray’s proven distribution networks in Canada to sell SweetWater’s 420 cannabis lifestyle brand in Canada.

Substantial Synergies: The combination of Aphria and Tilray is expected to deliver approximately C$100 million of annual pre-tax cost synergies within 24 months of the completion of the transaction. The Combined Company expects to achieve cost synergies in the key areas of cultivation and production, cannabis and product purchasing, sales and marketing and corporate expenses. This is expected to include the opportunity for Aphria’s Leamington, Ontario operations to provide additional volume for Tilray’s brands and to replace the need for Tilray to use wholesale cannabis purchases from other licensed producers. Tilray’s London, Ontario facility will also provide Aphria with excess capacity to increase production of additional form factors including their branded edibles and beverages. The Combined Company is considering utilizing Tilray’s existing Nanaimo, British Columbia facility for Aphria’s premium Broken Coast brand to increasingly meet consumer demand for its products. The Combined Company plans to capitalize on opportunities for growth through a broadened product offering and additional form factors, with the aim of increasing adult-use cannabis brand availability across certain Canadian provinces to an expanded customer base with the Combined Company’s scalable infrastructure. Internationally, the Combined Company will have the opportunity to reach additional pharmacies and patients via distribution relationships. The combination is expected to unlock significant shareholder value.

Agreement Details

Under the terms of the Agreement, the Arrangement will be carried out by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of at least two-thirds of the votes cast by the Aphria Shareholders at a special meeting. Approval of a majority of the votes cast by Tilray stockholders will be required to, among other things contemplated by the Agreement, authorize the issuance of Tilray shares to Aphria shareholders pursuant to the Arrangement. Following completion of the Arrangement, Aphria will become a wholly-owned subsidiary of Tilray, with Aphria shareholders owning approximately 62 percent of Tilray.

Completion of the Arrangement is subject to regulatory and court approvals and other customary closing conditions. Regulatory approvals expected to be required include Competition Bureau (Canada), U.S. HSR and Germany FDI. The Agreement includes certain reciprocal customary provisions, including covenants in respect of the non-solicitation of alternative transactions, a right to match superior proposals and C$65 million (US$50 million) reciprocal termination fee payable under certain circumstances. The Arrangement is expected to close in the second quarter of calendar year 2021 following the receipt of such regulatory approvals, as well as court approval of the Arrangement.

Each of Aphria’s and Tilray’s respective directors and officers and certain principal Tilray Stockholders have entered into voting support agreements agreeing to vote their Aphria Shares or Tilray Shares, as applicable, in favor of the resolutions put before them pursuant to the Agreement.

For further information on the terms and conditions of the Arrangement, please refer to the Agreement in its entirety, which will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Full details of the Arrangement will be included in a management information circular of Aphria and in a proxy statement of Tilray to be delivered to Aphria Shareholders and the Tilray Stockholders, respectively, in the coming weeks.

Board of Directors’ Approval

Each of Aphria’s and Tilray’s respective board of directors has unanimously approved the Agreement and the Arrangement. Jefferies LLC provided a fairness opinion to the Board of Directors of Aphria on December 15, 2020, stating that, as of the date of such opinion and based upon the scope of review and subject to the assumptions, limitations and qualifications stated in such opinion, the Exchange Ratio is fair, from a financial point of view, to the Aphria Shareholders. Cowen provided a fairness opinion dated December 15, 2020 to the board of directors of Tilray stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Exchange Ratio is fair, from a financial point of view, to Tilray.

Advisors

Jefferies LLC is serving as financial advisor and DLA Piper LLP (US), 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.

Conference Call & Webcast Presentation

Aphria and Tilray executives will host a conference call and webcast with a supplemental presentation to discuss the strategic business combination today, December 16, 2020 at 8:30 a.m. Eastern Time.

To listen to the live call, dial (647) 427-7450 from Canada and the U.S. or (888) 231-8191 from international locations and use the passcode 4334816. A telephone replay will be available approximately two hours after the call concludes through January 13, 2021. To access the recording dial (855) 859-2056 and use the passcode 4334816.

There will also be a simultaneous, live webcast and supplemental presentation available on the Investors section of Aphria’s and Tilray’s website at aphriainc.com and Tilray.com. The webcast will be archived for 30 days.

We Have A Good Thing Growing

Tilray Releases 11 Million Shares From Lock-Up Agreement

CANADA: Tilray, a global pioneer in cannabis production, research, cultivation and distribution, announced that the Board of Directors of Tilray unanimously approved the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc.

The shares are being released from lock-up agreements entered into in under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray, and Michael Blue, as the Stockholder Representative. The waiver and release will take effect on April 3, 2020, and the released shares may be sold on or after that date, subject to applicable securities law or contractual limitations.

A previously announced agreement between Tilray and Privateer required that each Privateer equity holder who received the shares of Tilray stock or options to purchase Tilray stock in the merger were subject to a lock-up allowing for the sale of such shares only under certain circumstances over a two-year period beginning December 12, 2020. 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. The pro rata release will be treated as a “permitted sale” under the lock-up agreements, waiving the release requirements with respect to such shares included in the lock-up agreement.

“The shares to be released on April 3, 2020 are part of the previously announced release of Tilray stock over a two-year period,” said Michael Kruteck, Tilray’s Chief Financial Officer. “We believe the staggered release of locked-up shares, as well as strategic and marketed offerings, will manage our public float in an orderly fashion.”

The waiver and release announced today will apply on a pro rata basis to each former Privateer equity holder who received shares of or options to purchase Tilray Class 2 common stock in the merger, including certain Tilray officers and directors.

The waiver and release of the 11 million shares represents approximately 14.5% of the locked-up shares (including for purposes of this percentage calculation shares that remain subject to escrow and/or subject to outstanding assumed stock options).

Tilray Expands Global Leadership Team With New COO And CFO

CANADA: Tilray, a global pioneer in cannabis production, research, cultivation, and distribution, announces the expansion of its global senior leadership team with two strategic hires: Jon Levin as Chief Operating Officer, who was formerly with Revlon, and Michael Kruteck as Chief Financial Officer, who was formerly with Molson Coors and Pharmaca. Mr. Kruteck’s appointment will be effective immediately after filing the Annual Report on Form 10-K for the year ended December 31, 2019. Mark Castaneda, Tilray’s current CFO, will take on the role of Strategic Business Development and continue to advise the company and assist in Kruteck’s transition.
 
“We are thrilled to have these experienced leaders join our team as we continue to disrupt the global pharmaceutical, alcohol, CPG and functional food and beverage industries,” said Brendan Kennedy, Tilray CEO. “Jon and Michael come to Tilray with extensive expertise in their respective fields and we look forward to their contributions as we pioneer the future of cannabis and hemp around the world.  As CFO, Mark has led the company through its IPO and substantial growth in the past couple years and we thank him as he transitions to a new strategic role with the company.”
 
Levin, COO, joins Tilray from Revlon where he most recently was General Manager, U.S. Mass Markets, responsible for the consumer products sold through major retailers in the United States. With 25 years of experience, Levin has general management knowledge in diverse industries including beauty and health, CPG and sporting goods. Prior to Revlon, he was the Executive Vice President, Sales, for Ferrara Candy Company, and had senior sales leadership positions with Nautilus, Wrigley and Acosta. Levin has a B.S. in Economics from Portland State University and a degree in Executive Management from Cornell University.
 
Kruteck, CFO, served multiple senior financial roles at Molson Coors Beverage Company and most recently as CFO for Pharmaca Integrative Pharmacy. With over 30 years of experience, Kruteck possesses a broad finance background with specific experience in financial and operational transformations, supply chain, corporate finance, and financial planning and analysis. Michael received his MBA from the Garvin School of International Management (Thunderbird) and his B.A. from the University of Colorado at Boulder.
 
Tilray’s current CFO, Mark Castaneda, who joined the company in March 2018, will take on the role of Strategic Business Development focusing on strategic initiatives for Tilray while also supporting Kruteck through the transition.

Tilray Exports First-Ever Shipment Of Medical Cannabis Allowed Into Israel

CANADA: Tilray, a global pioneer in cannabis research, cultivation, production and distribution, today announced it has entered into an agreement with Canndoc Ltd., a wholly-owned subsidiary of InterCure Ltd., through its wholly-owned subsidiary Tilray Portugal Unipessoal Lda., to export a wholesale shipment of up to 2.5 tonnes of medical cannabis from Portugal to Israel. The shipment, which will arrive early this month, is the first medical cannabis import allowed into Israel.
  
“We at Canndoc are driven by the mission of meeting patients’ needs and improving their quality of life,” says Ehud Barak, former Israeli Prime Minister and Chairman of the Canndoc Board of Directors. “With a supply shortage of medical cannabis in Israel, it’s incredibly important to partner with a trusted company like Tilray to import and distribute GMP-certified medical cannabis to physicians, pharmacies and patients across the country.”
 
Brendan Kennedy, Tilray’s Chief Executive Officer, said, “To be able to import medical cannabis into Israel for patients in need is truly a historic moment not only for Tilray, but the whole industry.” He continued,  “We’re incredibly honored to help increase patient access in Israel while becoming the first to ship medical cannabis into the country. Israel represents our fifteenth export country and the second shipment from our EU Campus in Cantanhede, Portugal.”
 
Founded in 2008 in Herzliya, Israel, Canndoc is an IMCA (Israeli Medical Cannabis Agency) permit holder for the manufacturing of medical cannabis in Israel and is the country’s first public company in the field. Canndoc has been active for more than 10 years in researching, developing, cultivating and marketing medical cannabis to thousands of patients under a wide range of medical indications approved by Israel’s Ministry of Health.
 
Tilray has a pioneering track record as a company committed to making pharmaceutical-grade medical cannabis products available to patients in need around the world. Tilray was the first licensed medical cannabis producer to successfully export medical cannabis from North America and import medical cannabis products into the EU in 2016.
 
In addition to the Tilray-Canndoc Israel supply agreement and to further support the Israeli medical cannabis market expansion, Tilray has also agreed to purchase up to 5 tonnes of GMP-certified whole flower from Canndoc beginning in mid-2020. If future Israeli regulations allow, the whole flower will be shipped to Tilray’s Portugal facility and turned into GMP-certified finished product to distribute across Europe.  Otherwise, the whole flower will be developed into finished medical cannabis and distributed as a Tilray-Canndoc branded GMP-certified finished product in Israel to further support local supply needs.

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.

Higher Ground Holdings To Aquire High Times & Industry’s Top Cannabis Content

Sale Price: $9340 (plus unopened box of Dead bootlegs).

Re-Branded Venture to be called High Leafly Cannabis Culture Times 

HOLLYWEED, CA: In a stunning move, the world’s largest satirical cannabis conglomerate, Higher Ground LLCBD, announced the purchase of dozens of cannabis sites and magazines this week, aggressively moving to centralize stoner cliches in one place.

Speaking at MJ BizCon in Las Vegas, CEO Michael A. Stusser said the deal had been a long time coming. “How many stories about Seth Rogen or close-up pics of stank bud do you really need?” Stusser exhaled. “Our acquisition will enable us to consolidate the various marijuana brands – and by that I mean snuff ‘em out like a smokin’ roach.”

In obtaining High Times Holding (publisher of High Times magazine, Culture, Dope Magazine and Green Rush Daily) Higher Ground will have the chance to corner the “boobs and bongs” market (aka weed porn), along with re-licensing dozens of Cannabis Cups to Starbucks. Among those snapped up in the take-over were magazines and “lifestyle brands” Marijuana Business Daily, Sensi, Skunk, Grow, Marijuana Venture, Merry Jane, mg Retailer, Civilized, the Fresh Toast, Herb, CULTURE, Green Entrepreneur, Ganjepreneur, Freedom Leaf, Gossamer, Broccoli, Cannabis Now and MassRoots, allowing Higher Ground to control the vast majority of cannabis content, and assure the number of puns and cliches to go up in smoke.

In the first official move after the purchase, Stusser instituted what is known as The Tommy Chong Rule: In order to modernize and reach new demographics, the Cheech & Chong legend is banned from appearing in any additional marijuana media until the year 4020. Future bans said to include Willie Nelson, Snoop Dogg, Whoopi, Martha Stewart, Joe Rogan, Bill Maher, Miley Cyrus and Chelsea Handler. (Not mentioned: Rihanna, Jason Silva and, surprisingly, Woody Harrelson.) 

highergtv logoReportedly, Higher Ground Holdings wanted to keep the transaction under $10,000 to avoid a Federal SAR (Suspicious Activities Report) filing by the bank.  “We spent about $9500, and traded away some valuable assets.” (Rumored to be a box of Jerry Garcia bootlegs on 8-track cassette.) “Basically, we bought a database of every single person who’s ever fired up a fatty,” said Stusser. “We’ll send ‘em all a copy of Fertilizer Today, our agribusiness trade title – which we also own – and are currently shopping…” Official figures could not be independently verified. When reporters asked for documentation, Stusser said he would share them at the Grasslands VIP Party, but then asked assembled press if anyone had tickets for said event.

“Our goal is to offer customized mainstream video content productions and licensed extensions for cannabis service agencies across the sub and pop-culture spectrums,” said Al Olson, Higher Ground Editor-in-Chief. “And get into the whole CBD-thing, whatever the hell that is. Hemp too!”

An unnamed source also reported that Leafly, owned by Privateer Holdings, was thrown into Higher Ground’s aggressive take-over at the last minute. The insider said the site and app was ditched in order for Privateer to concentrate on making an actual profit – emphasizing their stable of weed-growing companies, including Tilray. Tilray’s partnership with brewing giant Anheuser-Busch InBev makes them less interested in un-profitable pot content. Of the deal, Privateer’s non-cannabis using billionaire CEO Brendan Kennedy said, “Oh, thank god. We’ve been wanting to get Leafly off our books for a decade now, and keep our focus on the beer bong business.”

“We also tried to buy Future State Brands (PROHBTD), MedMen (Embers) and Civilized (New Frontier Data),” noted Higher Ground’s CFO “but by the time we got the paperwork lined up, they’d all burned through so much seed money, they had to abandon their swank offices – and we had no way to reach them.” In a related non-move, Canna Law Blog was NOT acquired in the deal, as they are…well, lawyers, and have positive cash flow.

Michael Stusser and Higher Ground TV captured this year's Hot Pot Products

Michael Stusser & Higher Ground TV: This Xmas We’re Banning Tommy Chong!

Higher Ground’s blockbuster acquisition was announced at the Vegas trade show, MJ Biz Con. BizCon parent company MJ Biz Daily was ALSO swallowed up in the mega-deal. “With a hostile hippie takeover of MJ Biz Daily, we can consolidate all these dope-fiends under one tent – literally,” noted Stusser from his small mid-aisle booth at the trade show. “I mean, The Emerald Cup, CannaCon, CHAMPS, the Cannabis Congress, New West Summit!? Hempfest! How many places do these potheads need to buy a glass pipe, anyway?”

Like so many of the recent corporate buy-outs of alternative weeklies across the country, the Higher Ground deal seems similarly nefarious. “Our main goal, of course, is to fire as many good reporters as possible,” Stusser explained, “and get down to the real business of being stoned to the Bejesus. Frankly, we’d like to sell the whole she-bang to the Huffington Post. We always wanted to be called The Puffington Post – and this is our chance.”

Officials at High Times Holdings were not available for comment. When reporters tried calling the phone number listed in SEC documents, a recording with Bob Marley’s “ Waiting in Vain” played. The mailbox was full. No additional calls to media companies or employees were made before press time.

Higher Ground is a global viral marketing company focusing on Elevating the Dialogue on Cannabis Culture. (Kind of….) Their flagship show is described as “The Daily Show meets Good Morning America, just with a giant bong on the desk.” For more information about the mega-merger, visit www.highergroundtv.com or www.michaelstusser.com

Tilray And Privateer Sign Definitive Agreement To Extend Lock-up And Provide For Orderly Distribution Of 75 Million Tilray Shares Held By Privateer

CANADA: Tilray, a global leader in cannabis research, cultivation, production, and distribution, today announced that it has signed a definitive merger agreement with its largest stockholder Privateer Holdings, Inc. for a transaction that will extend the lock-up on and provide for the issuance of up to 75 million Tilray shares to Privateer’s equity holders (and the cancellation of the 75 million shares currently owned by Privateer). These shares currently represent 77 percent of Tilray’s total shares outstanding. Tilray and Privateer previously announced the signing of a non-binding Letter of Intent for this transaction on June 10, 2019.
 
Under the terms of the definitive agreement, the parties will effect a downstream merger of Privateer with and into a wholly-owned subsidiary of Tilray, with the Tilray subsidiary surviving the merger, and the issuance by Tilray to Privateer equity holders of newly issued and registered shares of Tilray common stock and options to purchase shares of Tilray common stock in an aggregate amount equal to the number of Tilray common shares currently held by Privateer. As set forth in the definitive agreement, at its sole election (to be made prior to closing), Tilray may pay a portion of the merger consideration in cash in lieu of issuing an equivalent number of shares of Tilray.  All Tilray shares held by Privateer and all outstanding Privateer stock will be cancelled upon consummation of the merger.
 
Tilray was originally incubated and financed by Privateer as one of its wholly-owned operating subsidiaries before closing a Series A round of capital in February 2018 and then becoming the first cannabis producer to complete an Initial Public Offering (IPO) on a major U.S. stock exchange in July 2018. Earlier this year, Privateer distributed its ownership of its three other operating subsidiaries unrelated to Tilray directly to Privateer stockholders, leaving no material assets in Privateer other than the 75 million shares it currently holds in Tilray.
 
Pursuant to the terms of the definitive merger agreement, each Privateer equity holder who receives the shares of Tilray stock in the merger will be 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 as a result of any cash paid at closing and/or 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 equal quarterly increments. 
 
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.”
 
Michael Blue, Managing Partner of Privateer, said: “We are pleased to sign this agreement with Tilray, which we believe will maximize overall returns for our visionary investors in a tax-efficient manner while giving Tilray the operating flexibility it needs to continue to be a leader in the rapidly emerging global cannabis industry.”
 
In accordance with the terms of the transaction, the 16.7 million shares of Tilray Class 1 Common Stock (which have ten (10) votes per share) will be issued to Brendan Kennedy, Christian Groh and Michael Blue, the cofounders of Privateer, as part of their proportionate share of the merger consideration, with the remainder of the stock merger consideration being Tilray Class 2 Common Stock (which have one (1) vote per share). The merger agreement provides that $125 million worth of Tilray Class 2 Common Stock will be held in escrow for 18 months following the closing of the transaction to secure any potential indemnification claims, with the initial 50 percent of such escrow being withheld from all Privateer stockholders on a pro rata basis, and the remaining 50 percent coming solely from the Privateer cofounders.
 
The transaction has been unanimously approved by each of the Special Committee of Tilray’s Board of Directors (comprised of independent directors) and Privateer’s Board of Directors. The merger and the transactions contemplated in connection therewith will be consummated only if all conditions to closing set forth in the merger agreement are satisfied, including the requisite approval of the merger by the stockholders of Privateer and Tilray. Both parties intend to complete the transaction as expeditiously as possible.
 

Tilray Announces Agreement To Export First Shipment Of Medical Cannabis From Portugal To Germany

CANADA: Tilray, a global pioneer in cannabis research, cultivation, production and distribution, today announced it has entered into an agreement with Cannamedical Pharma GmbH (“Cannamedical”) through its wholly-owned subsidiary Tilray Portugal Unipessoal Lda. (“Tilray Portugal”), to export a wholesale shipment of $3.3 (€3) million worth of medical cannabis from Portugal to Germany. The shipment, which is expected to be completed in fall 2019, will be Tilray’s first from its state-of-the-art EU campus in Portugal to supply patients in Germany.

 tilray

“This is a significant milestone for Tilray as we ramp up our capacity to serve international markets and generate revenue from our EU campus through the end of 2019,” says Tilray CEO Brendan Kennedy. “We believe our 2.5 million square feet of cultivation and state-of-the-art processing space in Europe is an important differentiator, which will enable us to reduce costs and improve margins while hedging against regulatory risk.”

Founded in 2016 in Cologne, Germany, Cannamedical is fully licensed and GDP-certified (Good Distribution Practice) to import and distribute high quality medical cannabis products. The privately owned company is a leading independent supplier of medical cannabis products to 2,500 pharmacies and clinical facilities across Germany.

 “We at Cannamedical Pharma are committed to helping doctors, medical specialists and pharmacists improve their patients’ quality of life,” says Cannamedical CEO David Henn. “Tilray’s product has passed our strict quality control standards, and we’re excited to have found a partner able to deliver medical cannabis products for use in Cannamedical’s own brands. We look forward to increasing access for patients in need across the country.”

Tilray has a pioneering track record as a company committed to making pharmaceutical-grade medical cannabis products available to patients in need around the world. Tilray was the first licensed medical cannabis producer to successfully export medical cannabis from North America and import medical cannabis products into the EU in 2016 and the first company to import cannabis oils into the German market in 2017.

“We are pleased to enter into an agreement with a partner who shares Tilray’s commitment to product quality and safety and patient access,” says Sascha Mielcarek, Tilray’s Managing Director, Europe. “This initial shipment will be the first of many from

Tilray Reports Second Quarter 2019 Financial Results

 

CANADA: Tilray, a global pioneer in cannabis research, cultivation, production and distribution, today reported financial results for the second quarter ended June 30, 2019. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

“We are pleased with our second quarter results and strong business momentum,” said Brendan Kennedy, Tilray President and Chief Executive Officer. “Our team has executed against our plan, with adult-use revenue nearly doubling in the second quarter compared to the first quarter and gross margin increasing sequentially for the second quarter in a row. As we continue to grow, we remain focused on our long-term strategic objectives and deploying capital to maximize stockholder value.”

Second Quarter 2019 Financial Highlights

  • Revenue increased 371.1% to $45.9 (C$60.9) million, compared to the second quarter of last year, driven by the Manitoba Harvest acquisition, the legalization of the Canadian adult-use market, and growth in international medical markets, particularly in Europe. Excluding excise tax, revenue was $42.0 (C$55.8) million.
  • Total kilogram equivalents sold more than tripled to 5,588 kilograms from 1,514 kilograms in the prior year period.
  • Average net selling price per gram decreased to $4.61 (C$6.12) compared to $6.38 (C$8.36) in the prior year period. The average net selling price excluding excise taxes was $3.92 (C$5.20) per gram for the second quarter of 2019. The decrease was due to a reduced mix of higher priced extract products and a greater mix of adult-use revenue, which are at lower prices per gram compared to other channels.
  • Gross margin increased sequentially to 27% from 23% in the prior quarter. Gross margin in the second quarter of 2018 was 43%. Gross margin continues to be impacted by increased costs incurred with the ramping up of cultivation facilities in Canada and Portugal and acquiring third party supply. Food product margins were also impacted by a $1.4 million non-cash charge related to purchase accounting for the fair value of inventory.  Excluding this purchase accounting charge, gross margin was 30% for the quarter.
  • Net loss for the quarter was $35.1 million or $0.36 per share compared to a loss of $12.8 million or $0.17 per share for the prior year period. The adjusted net loss for the quarter was $31.2 million or $0.32 per share for the second quarter of 2019. The adjustments to the net loss are non-recurring acquisition related charges and a non-recurring non-cash charge related to purchase accounting for the fair value of inventory. Adjusted EBITDA was a loss of $17.9 million compared to a loss of $4.7 million the prior year period. The increased net loss and Adjusted EBITDA declines were primarily due to the increase in operating expenses related to growth initiatives, interest expense from our convertible notes, the addition of Manitoba Harvest and Natura businesses, and the expansion of international operations.

Business Highlights   

  • Signed Letter of Intent (LOI) with Privateer Holdings, Inc. to extend lock-up for up to two years and provide for orderly release of the 75 million Tilray shares held by Privateer.
  • Significant capacity expansion:
    • Expanded international export capacity with standard manufacturing license and Good Manufacturing Practices (GMP) certification for EU Campus that allows Tilray Portugal to manufacture and export GMP-certified dried cannabis as an active substance for medicinal products.
    • Increased international export capacity with an additional 20 hectares (50 acres) of outdoor cultivation space in Portugal through a Definitive Agreement with Esporão, one of the largest and most sophisticated agricultural businesses in Portugal. This agreement will expand Tilray’s total production and manufacturing footprint to 3.4 million square feet worldwide.
    • Announced an investment of $32.6 million to increase our Canadian production and manufacturing footprint by 203,000 square feet across three facilities in Nanaimo, British Columbia, Leamington, Ontario, and London, Ontario.
  • Key international market developments:
    • Imported GMP-certified finished medical cannabis oil solutions into Ireland for nationwide distribution under the Medical Cannabis Access Programme.
    • Manitoba Harvest launched a Broad Spectrum Hemp Extract line that is Generally Recognized as Safe (GRAS) in the United States, marking Tilray’s first entry into the U.S. CBD market under this brand.
  • Expanding our brand portfolio: 
    • Acquired Smith & Sinclair, an innovative U.K.-based confectionary company that will introduce CBD-infused consumer products where regulations permit.
  • Clinical research developments: 
    • Announced support of two new clinical studies: a pilot study led by Murdoch Children’s Research Institute (MCRI) in Melbourne, Australia, to evaluate the feasibility and acceptability of a larger randomized placebo-controlled trial of cannabis extract as a form of treatment for reducing Severe Behavioral Problems (SBP) in pediatric patients with Intellectual Disabilities (ID); and a study with McGill University Health Centre’s Division of Infectious Diseases and Chronic Viral Illness in Quebec, Canada to examine the effectiveness of medical cannabis on immune activation in People Living with HIV.
    • Imported an initial shipment of medical cannabinoids into the United States, with approval from the U.S. government, to support two clinical trials led by NYU School of Medicine for patients with Alcohol Use Disorder and Post-Traumatic Stress Disorder with Alcohol Use Disorder.
  • Expanded global senior leadership team:
    • Appointed Kristina Adamski as Executive Vice President of Corporate Affairs, globally overseeing communications, government affairs and corporate social responsibility.
    • Strengthened European leadership team with the appointment of Arne Wilkens as Vice President, Business Expansion, Europe; José Tempero as Medical Affairs Director, Europe; Maike Gerlach as Vice President, Marketing, Europe; Nadja Frenzel as Vice President, Commercial Development, Europe; and Natalie Bucceri as Director, Global Portfolio Expansion.

Conference Call
The Company will host a conference call to discuss these results today at 5:00 p.m. ET. Investors interested in participating in the live call can dial 877-489-6528 from the U.S. and 629-228-0736 internationally. A telephone replay will be available approximately two hours after the call concludes through Tuesday, August 27, 2019, by dialing 855-859-2056 from the U.S., or 404-537-3406 from international locations, and entering confirmation code 1489081.

There will also be a simultaneous, live webcast available on the Investors section of the Company’s website at www.tilray.com. The webcast will be archived for 30 days.