Important Info on the Aphria and Tilray Cannabis Merger

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LEAMINGTON, ON and NANAIMO, BC, Feb. 23, 2021/PRNewswire/ – Aphria Inc. (“Aphria”) (TSX: APHA andNASDAQ: APHA), a main worldwide cannabis-way of life purchaser bundled products organization motivating and enabling the overall local area to carry on with their absolute best life, and Tilray, Inc. (“Tilray”) (NASDAQ: TLRY), a worldwide pioneer in cannabis research, development, creation, and dissemination, are satisfied to declare the dispatch of the site: www.aphriatilraytogether.com. This new, devoted asset looks to furnish investors of the two organizations with relevant data, news, and updates paving the way to the extraordinary gatherings of investors at which Aphria’s and Tilray’s separate investors will decide on the goals important to actualize the proposed business blend of the two organizations (the “Exchange”). The site will likewise permit investors and other invested individuals to enroll for Transaction refreshes that are made openly accessible, so they get data straightforwardly to their email addresses.

As uncovered in the starter joint intermediary articulation and the executive’s data round documented with controllers on February 19, 2021, the two organizations are satisfied that the material holding up period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as altered, has terminated according to the Transaction (the “HSR Clearance”). Likewise, the organizations have gotten a no-activity letter from the Competition Bureau of Canada in regard to the Transaction (the “Opposition Act Approval”), which affirms that the Competition Bureau doesn’t expect to challenge the Transaction under the Competition Act (Canada). The receipt of the HSR Clearance and the Competition Act Approval are two of the necessary administrative clearances that should be acquired to fulfill the conditions to the shutting the Transaction. The end of the Transaction is right now expected to happen in the second quarter of the scheduled year 2021.

Irwin D. Simon, Aphria’s Chairman and Chief Executive Officer remarked, “The receipt of HSR Clearance and Competition Act Approval address a critical advance forward in uniting these two organizations, and we are extraordinarily satisfied that we stay on target to finish our business mix in the second quarter of the schedule year 2021. Together, Aphria and Tilray hope to have a powerful essential impression in Canada and universally with the operational scale important to contend all the more adequately in the present merging cannabis market. We accept our solid, adaptable monetary record, money position, and admittance to capital will give us the capacity to quicken long haul feasible development and convey alluring returns for investors.”

Benefits of the Transaction to Aphria Shareholders and Tilray Stockholders

The Boards of Directors of both companies believe that, at this stage of development and expansion of the global cannabis market, those companies with financial strength and leading geographic scale, product range and brand expertise are most likely to succeed in the long-term. Further, the Boards of Directors of both companies believe that the combination of Aphria and Tilray is expected to unlock significant shareholder value as follows:

  • The combination of Aphria and Tilray will create the world’s largest global cannabis company with pro forma revenue of US$685 million (C$874 million) for the last 12 months as reported by each company prior to the date of the announcement of the Transaction on December 16, 2020, the highest in the global cannabis industry.
  • To meet demand, the combined company will have state-of-the-art cultivation, processing and manufacturing facilities, as well as a complete portfolio of branded cannabis 2.0 products to strengthen its leadership position in Canada.
  • Internationally, the combined company will be well-positioned to pursue growth opportunities with its strong medical cannabis brands, distribution network in Germany, and end-to-end European Union Good Manufacturing Practices supply chain, which includes its production facilities in Portugal and Germany.
  • 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, LLC, a leading cannabis lifestyle branded craft brewer, and Manitoba Harvest USA, LLC, a pioneer in branded hemp, CBD and wellness products with access to 17,000 stores in North America. In the event of federal permissibility in the United States, 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 products.
  • The combination of Aphria and Tilray is expected to deliver approximately US$78 million (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.

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