Aphria and Tilray have received the required regulatory approvals necessary to complete the proposed business combination between the two companies (the “Transaction”);
Irwin D. Simon, Aphria’s Chairman and Chief Executive Officer, who will have these same roles with the Combined Company, commented, “We are excited to advance closer towards the completion of our complementary and highly scalable strategic transaction with Tilray. On behalf of our board of directors, we recommend Aphria Shareholders vote “FOR” the resolution required to approve the business combination with Tilray. We continue to believe our combined business strengths and capabilities will help us to connect more effectively with new and existing consumers and patients across Canada and internationally. Together, we expect the Combined Company to have a strong financial profile, low-cost production, leading brands, distribution network and unique partnerships, positioning us to deliver sustainable value for all stakeholders.”
Mr. Simon, concluded, “We continue to maintain our financial flexibility through the strength of our balance sheet and access to capital. As a Combined Company, we expect to continue to pursue M&A in the U.S. across the branded consumer products industry that are accretive and can parlay into complementary cannabis products when we are able to do so.”
Tilray has received a no-objection letter from the German Federal Ministry of Economic Affairs and Energy representing the final approval necessary under the agreement (“FDI Clearance”). The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired in relation to the Transaction (the “HSR Approval”). In addition, Tilray and Aphria have received a no-action letter from the Competition Bureau of Canada in respect of the Transaction (the “Competition Act Approval”), which confirms that the Competition Bureau does not intend to challenge the Transaction under the Competition Act (Canada). The receipt of the HSR Approval, the Competition Act Approval and FDI Clearance are the regulatory approvals that are required to be obtained to satisfy the conditions to closing of the Transaction.
The hearing date for the final order of the Court has been scheduled for April 19, 2021. Subject to obtaining the Final Order, required approvals from Aphria Shareholders at the Aphria Meeting and from Tilray Stockholders at the Tilray Meeting, and satisfaction of certain other conditions to implementing the Arrangement as set forth in the Arrangement Agreement, it is anticipated that the Arrangement will be completed on or about April 20, 2021.