NANAIMO, British Columbia--(BUSINESS WIRE)--Oct. 10, 2018--
Tilray, Inc. (NASDAQ:TLRY), a global leader in cannabis research,
cultivation, production and distribution, today announced that it has
closed its offering of 5.00% Convertible Senior Notes due 2023 (the
“notes”) for gross proceeds of US$450 million in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). Any notes
sold in Canada were sold to accredited investors pursuant to an
exemption from the prospectus requirements of Canadian securities laws.
Tilray estimates that the net proceeds from the offering is
approximately US$435 million, after deducting the initial purchasers’
discount and estimated offering expenses payable by Tilray. Tilray
intends to use the net proceeds from this offering for working capital,
future acquisitions and general corporate purposes, and to repay the
approximately US$9.1 million existing mortgage related to its facility
in Nanaimo, British Columbia.
Cowen, BofA Merrill Lynch and BMO Capital Markets acted as joint
book-running managers for the offering. Roth Capital Partners, Eight
Capital and Northland Capital Markets acted as co-managers for the
offering.
The notes are senior unsecured obligations of Tilray and bear an
interest at a rate of 5.00% per year, payable semiannually in arrears on
April 1 and October 1 of each year, beginning on April 1, 2019. The
notes mature on October 1, 2023, unless earlier repurchased, redeemed or
converted.
The initial conversion rate for the notes is 5.9735 shares of Class 2
common stock per US$1,000 principal amount of notes (which is equivalent
to an initial conversion price of approximately US$167.41 per share).
Conversions of the notes will be settled in cash, shares of Tilray’s
Class 2 common stock or a combination thereof, at Tilray’s election. The
initial conversion price represents a conversion premium of
approximately 15% over the last reported sale price of US$145.57 per
share of Tilray’s Class 2 common stock on the Nasdaq Global Select
Market on October 4, 2018.
Neither the notes, nor any shares of Tilray's Class 2 common stock
issuable upon conversion of the notes, have been registered under the
Securities Act or any state securities laws, or qualified for
distribution by prospectus in Canada, and unless so registered, may not
be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable
securities laws, or sold in Canada absent an exemption from the
prospectus requirements of Canadian securities laws.
This press release is neither an offer to sell nor a solicitation of an
offer to buy any securities, nor shall it constitute an offer,
solicitation or sale of any securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”, which 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 regarding the anticipated use of net
proceeds of the offering of the notes, which could change as a result of
market conditions or for other reasons, and the impact of general
economic, industry or political conditions in the United States or
internationally. 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. 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. Forward-looking statements involve significant risks,
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. Please see the
heading “Risk Factors” in Tilray’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2018 and the risks discussed in Tilray’s other
filings with the Securities and Exchange Commission for a discussion of
the material risk factors that could cause actual results to differ
materially from the forward-looking information. Tilray does not
undertake to update any forward-looking statements that are included
herein, except in accordance with applicable securities laws.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181010005940/en/
Source: Tilray, Inc.
Tilray Inc.
Media:
Zack Hutson, +1-415-534-5541
zack.hutson@tilray.com
or
Investors:
Katie
Turner, +1-646-277-1228
Katie.turner@icrinc.com
