NANAIMO, British Columbia--(BUSINESS WIRE)--Oct. 3, 2018--
Tilray Inc. (NASDAQ:TLRY), a global leader in cannabis research,
cultivation, production and distribution, today announced that it
intends to offer, subject to market conditions and other factors, $400
million aggregate principal amount of Convertible Senior Notes due 2023
(the “notes”) in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). The notes will be sold to accredited investors in
Canada pursuant to an exemption from the prospectus requirements of
Canadian securities laws. Tilray also intends to grant the initial
purchasers of the notes an option to purchase up to an additional $60
million aggregate principal amount of notes.
Tilray intends to use the net proceeds from this offering for working
capital, future acquisitions and general corporate purposes, and to
repay the approximately $9.1 million existing mortgage related to its
facility in Nanaimo, British Columbia.
The notes will be senior unsecured obligations of Tilray and will accrue
interest payable semiannually in arrears. The notes will be convertible
into cash, shares of Tilray's Class 2 common stock or a combination of
cash and shares of Tilray's Class 2 common stock, at Tilray's election.
The interest rate, initial conversion rate, repurchase or redemption
rights and other terms of the notes will be determined at the time of
pricing of the offering.
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 related to whether Tilray will be able
to consummate the offering, the final terms of the offering, the
satisfaction of customary closing conditions with respect to the
offering of the notes, prevailing market conditions, 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/20181003005866/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
