Acquisition increases the Company’s capacity to supply branded
cannabis products
NANAIMO, British Columbia--(BUSINESS WIRE)--Jan. 22, 2019--
Tilray, Inc. (“Tilray” or “the Company”) (NASDAQ:TLRY), a global leader
in cannabis research, cultivation, production and distribution, today
announced it has entered into a definitive agreement (“the Agreement”)
pursuant to which Tilray, through a wholly-owned subsidiary, will
acquire all of the issued and outstanding securities of Natura Naturals
Holdings Inc. (“Natura”), the parent company of a licensed cultivator of
cannabis.
As a result of the acquisition, if completed, Tilray will obtain
Natura’s 662,000 square-foot greenhouse cultivation facility, of which
155,000 square-feet are currently licensed, and all subsequent cannabis
output from this facility. Natura, through a wholly-owned subsidiary
located in Leamington, Ontario, is a licensed cultivator under the Cannabis
Act specializing in the greenhouse cultivation of cannabis.
Under the terms of the definitive agreement and subject to certain
customary adjustments, Tilray will deliver C$35 million at closing,
comprised of C$15 million in cash and C$20 million in Tilray Class 2
common stock. Natura shareholders will receive their pro rata portion of
the C$15 million closing cash amount, after the deduction of certain
transaction expenses incurred by Natura and subject to applicable
withholding taxes. Upon Natura reaching certain quarterly production
milestones over the following twelve-month period, up to C$35 million of
Tilray common stock may become payable resulting in a total purchase
price of C$70 million if fully achieved.
“We’re very pleased to have an agreement in place that allows us to
expand our capacity to supply high-quality branded cannabis products to
the Canadian market,” said Brendan Kennedy, Tilray President and CEO.
“Through an extensive and thorough search for the right supply partner,
we’re pleased to have come to a mutually-beneficial agreement with
Natura.”
Tilray currently operates three state-of-the-art facilities in Canada
and one in Portugal: Tilray Canada Ltd. (“Tilray Canada”), a Nanaimo,
British Columbia-based research, cultivation and processing facility
which primarily serves the Canadian and global medical cannabis market;
Tilray Portugal, Unipessoal, Lda. (“Tilray Portugal”), located in
Cantanhede, a research, processing, cultivation, packaging and
distribution facility which will primarily serve the medical cannabis
market in Europe; High Park Farms Ltd. (“High Park Farms”), an
Enniskillen, Ontario-based cultivation and processing facility primarily
serving the adult-use market in Canada; and the newly-licensed High Park
processing facility in London, Ontario, which will exclusively serve the
adult-use market in Canada. Tilray and High Park also have cannabis
supply agreements in place with Licensed Producers throughout Canada and
most recently signed an exclusive sale, supply, distribution and
marketing agreement to deliver High Park adult-use cannabis products in
Québec with ROSE LifeScience. The proximity of Natura’s facility to
Tilray and High Park’s existing Ontario operations is expected to be
valuable in the long-term collaboration of cannabis research,
cultivation and processing within the Company.
Prior to signing the definitive agreement, Tilray conducted extensive
due diligence on Natura’s cultivation facility and cannabis products.
Prior to distribution, all cannabis products produced at the Natura
facility will adhere to Tilray’s stringent quality assurance standards.
The increased supply from Natura will allow Tilray to expand its
capacity to supply the Canadian market with high-quality branded
cannabis products.
The transaction will be completed by plan of arrangement under the
Ontario Business Corporations Act. Completion of the transaction will be
subject to customary terms and conditions, including shareholder and
court approval of the arrangement. It is anticipated that the closing of
the transaction will be completed within the next 30 days. Tilray looks
forward to sharing more information related to the company’s increasing
production capacity and global growth strategy, in the coming months.
Cowen provided a fairness opinion to Tilray’s board of directors in
connection with the transaction.
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 High Park™
Based in Toronto and led by a team with deep experience in cannabis and
global consumer brands, High Park was established to develop, produce,
sell, and distribute a broad-based portfolio of adult-use cannabis
brands and products. High Park is a wholly-owned subsidiary of Tilray,
Inc., a global leader in cannabis cultivation, processing, and
distribution. Tilray will continue to serve patients in Canada and
around the world with a diverse range of pharmaceutical-grade medical
cannabis products as High Park focuses on creating distinctive products
for adult consumers.
About Natura Naturals Holdings Inc.
Based in Leamington, Ontario, Natura Naturals Inc., the wholly-owned
subsidiary of Natura Naturals Holdings Inc. is a licensed cultivator of
cannabis in accordance with the Cannabis Act and Cannabis Regulations.
The company's cultivation facility is capable of producing plants in a
662,000 square-foot greenhouse facility, of which 155,000 is currently
licensed, under optimal growing conditions. Natura grows high-quality
cannabis which can be used for various medical and recreational
applications. In addition, Natura has an extensive genetics library and
continues to develop innovative products for the Canadian and
international marketplace.
Cautionary note regarding 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 and include
statements relating to Tilray’s acquisition of Natura Naturals Holdings
Inc., and the expected benefits resulting therefrom the ability of
Tilray and Natura to satisfy the conditions pursuant to the arrangement
and to close the transaction, or any future plans relating to High Park,
Tilray or Natura , including increasing Tilray’s production capacity and
its global growth strategy. 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. 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, which
was filed with the Securities and Exchange Commission and Canadian
securities regulators on November 14, 2018, 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/20190122005432/en/
Source: Tilray, Inc.
For further information:
Media: Chrissy Roebuck,
+1-833-206-8161, news@tilray.com
Investors:
Katie Turner, +1-646-277-1228, Katie.turner@icrinc.com
