Lock-up to be Extended for up to Two Years on 77 Percent of Tilray’s
Total Shares Outstanding
Transaction Expected to be Tax-Efficient for Privateer Stockholders
NANAIMO, British Columbia--(BUSINESS WIRE)--Jun. 10, 2019--
Tilray, Inc. (NASDAQ:TLRY), a global leader in cannabis research,
cultivation, production, and distribution, today announced that it has
signed a non-binding Letter of Intent (“LOI”) with its largest
stockholder Privateer Holdings, Inc. (“Privateer”) for a transaction
that will extend the lock-up on and provide for the orderly release of
the 75 million Tilray shares held by Privateer to Privateer’s equity
holders. These shares currently represent 77 percent of Tilray’s total
shares outstanding.
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Under the terms of the LOI, 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 stockholders of newly issued and registered shares of Tilray
common stock in an aggregate amount equal to the number of Tilray common
shares currently held by Privateer. All Tilray shares held by Privateer
and all outstanding Privateer common 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 proposed transaction, the shares of Tilray
stock distributed in the merger would 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 marketed offerings
and/or block trades to institutional investors or via stock sales to
strategic investors, all of which would be arranged at the sole
discretion of Tilray. The remaining shares will be subject to a
staggered release over the course of the second year following closing.
In addition, Privateer has agreed in the LOI to a lock-up on its Tilray
shares during the negotiating period for the definitive merger agreement.
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 believe this
structure 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.”
The LOI for the proposed transaction has been unanimously approved by
the Special Committee ofTilray’s Board of Directors (comprised
of independent directors) and by Privateer’s Board of Directors. The LOI
is a non-binding expression of intent. The merger and the transactions
contemplated in connection therewith will be consummated only if the
parties enter into definitive agreements setting forth the final terms
of the merger, the lock-up and other related matters; such definitive
documents are approved by the Special Committee of Tilray’s Board of
Directors and by Privateer’s Board of Directors; and all conditions to
closing set forth in the definitive documents are met, including the
approval of the merger by the stockholders of Privateer and Tilray. Both
parties intend to complete the transaction as expeditiously as possible.
About Tilray®
Tilray is a global pioneer in the research, cultivation, production and
distribution of cannabis and cannabinoids currently serving tens of
thousands of patients and consumers in twelve countries spanning five
continents.
About Privateer Holdings, Inc.
Privateer Holdings is the world’s first private equity firm to invest
exclusively in legal cannabis. The Privateer Holdings team has raised
$200 million to invest in cannabis brands. Learn more at www.privateerholdings.com.
Forward Looking Statements
This press release contains “forward-looking statements” within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995 and
“forward-looking information” within the meaning of Canadian securities
laws, or collectively, forward-looking statements. Forward-looking
statements in this press release may be identified by the use of words
such as, “may”, “would”, “could”, “will”, “likely”, “expect”,
“anticipate”, “believe, “intend”, “plan”, “forecast”, “project”,
“estimate”, “outlook” and other similar expressions, including
statements in respect to Tilray and the consummation of the merger.
Forward-looking statements are not a guarantee of future performance and
are based upon a number of estimates and assumptions of management in
light of management’s experience and perception of trends, current
conditions and expected developments, as well as other factors that
management believes to be relevant and reasonable in the circumstances,
including assumptions in respect of current and future market
conditions, the current and future regulatory environment and future
approvals and permits. Actual results, performance or achievement could
differ materially from that expressed in, or implied by, any
forward-looking statements in this press release, and, accordingly, you
should not place undue reliance on any such forward-looking statements
and they are not guarantees of future results. Please see the heading
“Risk Factors” in Tilray’s Annual Report on Form 10-Q, which was filed
with the Securities and Exchange Commission (“SEC”) and Canadian
securities regulators on May 15, 2019, assumptions, uncertainties and
other factors that may cause actual future results or anticipated events
to differ materially from those expressed or implied in any
forward-looking statements. Tilray does not undertake and specifically
declines any obligation to update any forward-looking statements that
are included herein, except in accordance with applicable securities
laws.
Important Merger Information and Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. In connection with the proposed transaction, Tilray
will file relevant materials with the SEC. Tilray will file a
Registration Statement on Form S-4 that includes a proxy statement of
Tilray and which also constitutes a prospectus of Tilray. Tilray and
Privateer will mail the final proxy statement/prospectus to the
respective stockholders of Tilray and Privateer. Investors are urged
to read the proxy statement/prospectus regarding the proposed
transaction when it becomes available, because it will contain important
information. The proxy statement/prospectus and other relevant
documents that have been or will be filed by Tilray with the SEC are or
will be available free of charge at the SEC’s website, www.sec.gov,
or by directing a request when such a filing is made to Tilray Investor
Relations at ICR, 685 Third Avenue, Second Floor, New York, NY 10017,
attention: Katie Turner.
Tilray and certain of its directors, executive officers and other
members of management and employees may be considered participants in
the solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of Tilray is set forth in its
definitive proxy statement which was filed with the SEC on April 15,
2019 and can be obtained free of charge from the sources listed above. Investors
may obtain additional information regarding the interests of such
participants by reading the proxy statement/prospectus Tilray will file
with the SEC when it becomes available.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190610005288/en/
Source: Tilray, Inc.
Tilray
Media: Chrissy Roebuck, +1-833-206-8161, news@tilray.com
Investors:
Katie Turner, +1-646-277-1228, Katie.turner@icrinc.com
Privateer Holdings
Media: Zack Hutson, Zack.Hutson@privateerholdings.com
Investors:
Mary Ellen Fukuhara, IR@privateerholdings.com
