Closing transaction of acquisition boosts Company’s capacity to
supply cannabis products across Canada
NANAIMO, British Columbia--(BUSINESS WIRE)--Feb. 19, 2019--
Tilray, Inc. (“Tilray” or “the Company”) (NASDAQ:TLRY), a global leader
in cannabis research, cultivation, production and distribution, is
pleased to announce the closing of a previously announced definitive
agreement (“the Agreement”) to acquire all of the issued and outstanding
securities of Natura Naturals Holdings Inc. (“Natura”), the parent
company of a licensed cultivator of cannabis. Moving forward, the Natura
facility will operate under the name High Park Gardens and serve as an
additional cultivation facility to serve the medical and adult-use
market in Canada.
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As a result of the finalized acquisition, Tilray and High Park have
obtained the 662,000 square-foot greenhouse cultivation facility, of
which 155,000 square feet are currently licensed. There are also options
to expand the facility to further increase production capacity. Natura,
through a wholly-owned subsidiary located in Leamington, Ontario, is a
licensed cultivator under the Cannabis Act specializing in the
greenhouse cultivation.
Under the terms of the definitive agreement and subject to certain
customary adjustments, Tilray delivered 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 add High Park Gardens to our growing global
footprint” said Greg Christopher, EVP Operations. “This acquisition
marks another milestone in building a strong supply chain to give
Canadians safe access to quality tested cannabis medicine and products.”
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
delivering cannabis products for the Canadian market; and the
newly-licensed High Park processing facility in London, Ontario, which
will exclusively serve the adult-use market in Canada. The Natura
facility, which will operate as High Park Gardens, will cultivate
cannabis products in Leamington, Ontario for the adult-use and medical
market in Canada and work collaboratively with High Park’s existing
Ontario operations.
Tilray and High Park also have cannabis supply agreements in place with
cannabis licensees 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 High Park Gardens to Tilray and High Park’s existing
Ontario operations will be valuable in the long-term collaboration of
cannabis research, cultivation and processing within the Company.
Prior to distribution, all cannabis products cultivated at High Park
Gardens will adhere to Tilray and High Park’s stringent quality
assurance standards. The increased supply resulting from such
cultivation will allow Tilray and High Park to expand its capacity to
supply the Canadian market with high-quality branded cannabis products.
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 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/20190219005291/en/
Source: Tilray, Inc.
Media: Chrissy Roebuck, +1-833-206-8161,news@tilray.com
Investors:
Katie Turner, +1-646-277-1228, Katie.turner@icrinc.com