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Friday, June 25, 2021

Aphria and Tilray Announce Launch of www.aphriatilraytogether.com

Shareholders Inspired to Go to Joint Firm Web site for Info Concerning the Proposed Aphria-Tilray Mixture

Anti-Belief Clearances Obtained and Transaction Stays On-Observe to Shut within the Second Quarter of 2021


Aphria Inc. (” Aphria “) (TSX: APHA and NASDAQ: APHA), a number one world cannabis-lifestyle client packaged items firm inspiring and empowering the worldwide group to stay their perfect life, and Tilray, Inc. (” Tilray “) (NASDAQ: TLRY), a world pioneer in hashish analysis, cultivation, manufacturing and distribution, are happy to announce the launch of the web site: www.aphriatilraytogether.com . This new, devoted useful resource seeks to offer  shareholders of each corporations with pertinent info, information and updates main as much as the particular conferences of shareholders at which Aphria’s and Tilray’s respective shareholders will vote on the resolutions essential to implement the proposed enterprise mixture of the 2 corporations (the “Transaction” ).  The web site can even permit shareholders and different events to register for Transaction updates which can be made publicly out there, in order that they obtain info on to their e-mail addresses.

As disclosed within the preliminary joint proxy assertion and administration info round filed with regulators on February 19, 2021 , each corporations are happy that the relevant ready interval below the Hart-Scott-Rodino Antitrust Enhancements Act of 1976, as amended, has expired in relation to the Transaction (the ” HSR Clearance “).  As well as, the businesses have obtained a no-action letter from the Competitors Bureau of Canada in respect of the Transaction (the ” Competitors Act Approval “), which confirms that the Competitors Bureau doesn’t intend to problem the Transaction below the Competitors Act ( Canada ).  The receipt of the HSR Clearance and the Competitors Act Approval are two of the required regulatory clearances that should be obtained to fulfill the circumstances to closing of the Transaction. The closing of the Transaction is presently anticipated to happen within the second quarter of calendar yr 2021.

Irwin D. Simon , Aphria’s Chairman and Chief Govt Officer commented, “The receipt of HSR Clearance and Competitors Act Approval characterize a big step ahead in bringing collectively these two corporations, and we’re extremely happy that we stay on observe to finish our enterprise mixture within the second quarter of calendar yr 2021.  Collectively, Aphria and Tilray count on to have a strong strategic footprint in Canada and internationally with the operational scale essential to compete extra successfully in right now’s consolidating hashish market. We imagine our robust, versatile steadiness sheet, money place and entry to capital will present us with the flexibility to speed up long-term sustainable progress and ship engaging returns for shareholders.”

Advantages of the Transaction to Aphria Shareholders and Tilray Stockholders

The Boards of Administrators of each corporations imagine that, at this stage of improvement and enlargement of the worldwide hashish market, these corporations with monetary power and main geographic scale, product vary and model experience are most certainly to reach the long-term. Additional, the Boards of Administrators of each corporations imagine that the mixture of Aphria and Tilray is anticipated to unlock vital shareholder worth as follows:

  • The mix of Aphria and Tilray will create the world’s largest world hashish firm with professional forma income of US$685 million ( C$874 million ) for the final 12 months as reported by every firm previous to the date of the announcement of the Transaction on December 16, 2020 , the very best within the world hashish trade.
  • To satisfy demand, the mixed firm can have state-of-the-art cultivation, processing and manufacturing amenities, in addition to a whole portfolio of branded hashish 2.0 merchandise to strengthen its management place in Canada .
  • Internationally, the mixed firm might be well-positioned to pursue progress alternatives with its robust medical hashish manufacturers, distribution community in Germany and end-to-end European Union Good Manufacturing Practices provide chain, which incorporates its manufacturing amenities in Portugal and Germany .
  • In america , the mixed firm can have a robust client packaged items presence and infrastructure with two strategic pillars, together with SweetWater Brewing Firm, LLC, a number one hashish life-style branded craft brewer, and Manitoba Harvest USA , LLC, a pioneer in branded hemp, CBD and wellness merchandise with entry to 17,000 shops in North America . Within the occasion of federal permissibility in america , the mixed firm expects to be well-positioned to compete within the U.S. hashish market given its current robust manufacturers and distribution system along with its observe report of progress in consumer-packaged items and hashish merchandise.
  • The mix of Aphria and Tilray is anticipated to ship roughly US$78 million ( C$100 million ) of annual pre-tax price synergies inside 24 months of the completion of the Transaction. The mixed firm expects to realize price synergies in the important thing areas of cultivation and manufacturing, hashish and product buying, gross sales and advertising and marketing, and company bills.

Shareholder Questions

If you’re an Aphria shareholder and have any questions, please contact Laurel Hill Advisory Group, Aphria’s proxy solicitation agent, by phone at 1-877-452-7184 toll-free in North America or at 416-304-0211 for acquire calls outdoors of North America or by e mail at help@laurelhill.com .

If you’re a Tilray shareholder and have any questions, please contact MacKenzie Companions, Tilray’s proxy solicitation agent, by phone at 1-800-322-2885 toll-free in North America or at 1-212-929-5500 for acquire calls outdoors of North America or by e mail at proxy@mackenziepartners.com .

We Have A Good Factor Rising

About Aphria Inc.

Aphria Inc. is a number one world cannabis-lifestyle client packaged items firm with operations in Canada , United States , Europe and Latin America , that’s altering individuals’s lives for the higher – one individual at a time – by inspiring and empowering the worldwide group to stay their perfect life by offering them with merchandise that meet the wants of their thoughts, physique and soul and invoke a way of wellbeing. Aphria’s mission is to be the trusted companion for its sufferers and customers by offering them with a cultivated expertise and well being and wellbeing by way of high-quality, differentiated manufacturers and revolutionary merchandise. Headquartered in Leamington, Ontario , Aphria cultivates, processes, markets and sells medical and adult-use hashish, cannabis-derived extracts and spinoff hashish merchandise in Canada below the provisions of the Hashish Act and globally pursuant to relevant worldwide laws. Aphria additionally manufactures, markets and sells alcoholic drinks in america .

About Tilray®

Tilray (Nasdaq: TLRY) is a world pioneer within the analysis, cultivation, manufacturing, and distribution of hashish and cannabinoids presently serving tens of hundreds of sufferers and customers in 17 international locations spanning 5 continents.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Sure info on this information launch constitutes forward-looking info or forward-looking statements (collectively, “forward-looking statements”) below Canadian securities legal guidelines and inside the that means of Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Change Act of 1934, as amended, that are meant to be lined by the protected harbor created by such sections and different relevant legal guidelines. The forward-looking statements are expressly certified by this cautionary assertion. Ahead-looking statements are offered for the aim of presenting details about administration’s present expectations and plans regarding the longer term, and readers are cautioned that such statements will not be applicable for different functions. Any info or statements which can be contained on this information launch that aren’t statements of historic truth could also be deemed to be forward-looking statements, together with, however not restricted to, statements on this information launch as regards to: (i) statements regarding Aphria’s and Tilray’s strategic enterprise mixture and the anticipated timing and shutting of the Transaction together with, receipt of required shareholder approvals, court docket approvals and satisfaction of different closing customary circumstances; (ii) estimates of pro-forma monetary info of the mixed firm, together with in respect of anticipated revenues and manufacturing of hashish; (iii) the anticipated strategic and monetary advantages of the enterprise mixture, together with estimates of future price reductions, synergies, together with anticipated pre-tax synergies, financial savings and efficiencies; (iv) statements that the mixed firm anticipates having scalable medical and adult-use hashish platforms anticipated to strengthen the management place in Canada , internationally and, ultimately in america ; (v) statements that the mixed firm is anticipated to supply a diversified and branded product providing and distribution footprint, state-of-the-art cultivation, processing and manufacturing amenities; (vi) statements in respect of operational efficiencies anticipated to be generated because of the Transaction within the quantity of roughly C$100 million of pre-tax annual price synergies; and (vii) statements relating to the worth and returns to shareholders anticipated to be generated by the enterprise mixture and (viii) expectations of future steadiness sheet power and future fairness. Aphria and Tilray use phrases resembling “forecast”, “future”, “ought to”, “might”, “allow”, “potential”, “ponder”, “imagine”, “anticipate”, “estimate”, “plan”, “count on”, “intend”, “could”, “challenge”, “will”, “would” and the detrimental of those phrases or related expressions to determine forward-looking statements, though not all forward-looking statements include these figuring out phrases. Sure materials components or assumptions had been utilized in drawing the conclusions contained within the forward-looking statements all through this information launch, together with the flexibility of the events to obtain, in a well timed method and on passable phrases, the mandatory shareholder and court docket approvals for the Transaction, the flexibility of the events to fulfill, in a well timed method, the circumstances to closing of the Transaction and different expectations and assumptions in regards to the Transaction. Ahead-looking statements mirror present beliefs of administration of Aphria and Tilray with respect to future occasions and are based mostly on info presently out there to every respective administration crew together with the affordable assumptions, estimates, evaluation and opinions of administration of Aphria and Tilray contemplating their expertise, notion of developments, present circumstances and anticipated developments in addition to different components that every respective administration believes to be related as on the date such statements are made. Ahead-looking statements contain vital identified and unknown dangers and uncertainties. Many components might trigger precise outcomes, efficiency or achievement to be materially completely different from any future forward-looking statements. Elements that will trigger such variations embody, however should not restricted to, dangers assumptions and expectations described in Aphria’s and Tilray’s crucial accounting insurance policies and estimates; the adoption and affect of sure accounting pronouncements; Aphria’s and Tilray’s future monetary and working efficiency; the aggressive and enterprise methods of Aphria and Tilray; the intention to develop the enterprise, operations and potential actions of Aphria and Tilray; the flexibility of Aphria and Tilray to finish the Transaction; Aphria’s and Tilray’s capacity to offer a return on funding; Aphria’s and Tilray’s capacity to keep up a robust monetary place and handle prices, the flexibility of Aphria and Tilray to maximise the utilization of their current belongings and investments and that the completion of the Transaction is topic to the satisfaction or waiver of a variety of circumstances as set forth within the Association Settlement. There could be no assurance as to when these circumstances might be glad or waived, if in any respect, or that different occasions is not going to intervene to delay or outcome within the failure to finish the Transaction. There’s a danger that some or all of the anticipated advantages of the Transaction could fail to materialize or could not happen inside the time durations anticipated by Aphria and Tilray. The problem of coordinating beforehand impartial companies makes evaluating the enterprise and future monetary prospects of the mixed firm following the Transaction tough. Materials dangers that would trigger precise outcomes to vary from forward-looking statements additionally embody the inherent uncertainty related to the monetary and different projections a nicely as market adjustments arising from  governmental actions or market circumstances in response to the COVID-19 public well being disaster; the immediate and efficient integration of the mixed firm; the flexibility to realize the anticipated synergies and value-creation contemplated by the Transaction; the danger related to Aphria’s and Tilray’s capacity to acquire the approval of the proposed transaction by their shareholders required to consummate the Transaction and the timing of the closing of the Transaction, together with the danger that the circumstances to the Transaction should not glad on a well timed foundation or in any respect; the danger {that a} consent or authorization that could be required for the Transaction shouldn’t be obtained or is obtained topic to circumstances that aren’t anticipated; the result of any authorized proceedings that could be instituted in opposition to the events and others associated to the Association Settlement; unanticipated difficulties or expenditures regarding the Transaction, the response of enterprise companions and retention because of the announcement and pendency of the Transaction; dangers regarding the worth of Tilray’s widespread inventory to be issued in reference to the transaction; the affect of aggressive responses to the announcement of the Transaction; and the diversion of administration time on transaction-related points. Readers are cautioned that the foregoing record of things shouldn’t be exhaustive. Different dangers and uncertainties not presently identified to Aphria and Tilray or that Aphria and Tilray presently imagine should not materials might additionally trigger precise outcomes or occasions to vary materially from these expressed within the forward-looking statements contained herein. For a extra detailed dialogue of dangers and different components, see essentially the most lately filed annual info type of Aphria and the annual report filed on kind 10-Ok of Tilray made with relevant securities regulatory authorities and out there on SEDAR and EDGAR. The forward-looking statements included on this information launch are made as of the date of this information launch and neither Aphria nor Tilray undertake any obligation to publicly replace such forward-looking statements to mirror new info, subsequent occasions or in any other case until required by relevant securities legal guidelines.

Further Info Concerning the Transaction and The place to Discover It
This information launch shouldn’t be meant to and doesn’t represent a suggestion to promote or the solicitation of a suggestion to subscribe for or purchase or an invite to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or switch of securities in any jurisdiction in contravention of relevant legislation. This launch is being made in respect of the proposed transaction involving Aphria and Tilray pursuant to the phrases of an association settlement by and amongst Aphria and Tilray and could also be deemed to be soliciting materials regarding the proposed transaction.

In reference to the Transaction, Tilray has filed a preliminary proxy assertion on Schedule 14A (which is topic to completion and could also be amended) containing necessary details about the Transaction and associated issues.  Such preliminary proxy assertion is topic to assessment by the SEC earlier than finalization.  Such preliminary proxy assertion has additionally been made out there by Aphria and Tilray on their respective SEDAR profiles. Tilray will file a definitive proxy assertion and Aphria will file a administration info round upon the completion of the SEC assessment course of. Moreover, Aphria and Tilray will file different related supplies in reference to the Transaction with the relevant securities regulatory authorities. Buyers and safety holders of Aphria and Tilray are urged to fastidiously learn the complete administration info round and definitive proxy assertion (together with any amendments or dietary supplements to such paperwork), respectively,  earlier than making any voting determination with respect to the Transaction as a result of they include necessary details about the Transaction and the events to the Transaction. The Aphria administration info round and the Tilray definitive proxy assertion might be mailed to the Aphria and Tilray shareholders, respectively, in addition to be accessible on the SEDAR and EDGAR profiles of the respective corporations.

Buyers and safety holders of Tilray can acquire a free copy of the  preliminary proxy assertion, and when out there, the definitive proxy assertion, in addition to different related filings containing details about Tilray and the Transaction, together with supplies included by reference into the proxy assertion, with out cost, on the SEC’s web site ( www.sec.gov ) or from Tilray by contacting Tilray’s Investor Relations at (203) 682-8253, by e mail at Raphael.Gross@icrinc.com , or by going to Tilray’s Investor Relations web page on its web site at https://ir.tilray.com/investor-relations and clicking on the hyperlink titled “Financials.”

Buyers and safety holders of Aphria will be capable of acquire a free copy of the administration info round, in addition to different related filings containing details about Aphria and the Transaction, together with supplies included by reference into the data round, with out cost, on SEDAR at www.sedar.com or from Aphria by contacting Aphria’s investor relations at traders@aphria.com .

Cision View authentic content material to obtain multimedia: http://www.prnewswire.com/news-releases/aphria-and-tilray-announce-launch-of-wwwaphriatilraytogethercom-301233941.html

SOURCE Aphria Inc.

Cision View authentic content material to obtain multimedia: http://www.newswire.ca/en/releases/archive/February2021/23/c1174.html

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