Aphria receives ISS, Glass Lewis nod for Tilray merger
2021-04-05 07:44 ET - News Release
An anonymous director reports
APHRIA INC. ANNOUNCES INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND SHAREHOLDERS VOTE FOR THE PROPOSED APHRIA-TILRAY BUSINESS COMBINATION
Both Institutional Shareholder Services Inc. (ISS) and Glass Lewis and Co. LLC have recommended that holders of common shares of Aphria Inc. vote for the special resolution, approving the previously announced arrangement to be completed pursuant to the Business Corporations Act (Ontario) pursuant to which, among other things, Tilray Inc. will acquire all of the outstanding shares of Aphria and the shareholders will become holders of shares of Tilray. ISS and Glass Lewis are leading independent proxy advisory firms that provide voting recommendations to institutional shareholders.
Favourable ISS and Glass Lewis recommendations
In reaching its conclusion, ISS noted: "The strategic rationale appears sound as the proposed transaction will improve the scale and footprint of the combined entity. Importantly, the combined company is anticipated to deliver $78-million (U.S.) ($100-million) of pretax cost synergies across several areas including cultivation and production, product purchasing, sales and marketing, and corporate expenses within 24 months of closing. Based on the pro forma revenues of each company for the trailing 12-month period prior to the announcement, the combined company will become the world's largest cannabis company, with a large foothold to grow in a number of markets including the United States, Canada and throughout Europe. The operations of the combined company in Europe should provide a unique combination of in-country cultivation and distribution licences as well as the capability to export medical cannabis products within the EU on a tariff-free basis ... Finally, the strong performance of APHA and TLRY shares on an absolute basis and relative to peers since the announcement may underpin the notion that the purported synergies and benefits to the transaction are achievable. As such, support for the proposed transaction is warranted."
In reaching its conclusion, Glass Lewis noted: "Having conducted an independent review of the transaction structure and the terms underlying the proposed arrangement, including the financial and valuation implications of the combination, we believe the all-stock merger is structured in a fair and reasonable manner that enables Aphria to effectively acquire Tilray. The proposed exchange ratio implies a standard market premium to Tilray's unaffected stock price as the acquisition target, but inversely also implies a premium to Aphria's share price during the months preceding the merger announcement .... Therefore, we are of the view that the transaction represents a favourable risk/reward for Aphria shareholders, given the strategic rationale provided by the board and the value creation opportunities associated with the transaction. Based on these factors, along with the unanimous support of the board, we believe the proposed transaction is in the best interests of shareholders."
Special meeting of shareholders
The special meeting of shareholders will take place via live audio webcast on Wednesday, April 14, 2021, at 4 p.m. Eastern Time.
Your vote is importatant -- please vote today
The proxy voting deadline is 4 p.m. Eastern Time on Monday, April 12, 2021
The board of directors of Aphria unanimously recommends that shareholders vote for the Aphria resolution.
How to vote
Your vote is important regardless of the number of shares you own. Registered and beneficial shareholders may vote using the following methods:
- Internet: Go to the ProxyVote website and enter the 16-digit control number printed on the form of proxy or voting instruction form or scan the QR code on the Aphria form of proxy to access the website and follow the instructions on the screen.
- Telephone: Call the toll-free telephone number provided on the form of proxy or voting instruction form and follow the prompted voting instructions. You will need to enter the 16-digit control number.
If you hold your shares through an intermediary, please follow the instructions on the voting instruction form provided by such intermediary to ensure that your vote is counted at the meeting.
Shareholder questions
If you have questions or need more information about the arrangement, please contact Aphria's shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll-free in Canada or 416-304-0211 for international calls or by e-mail at assistance@laurelhill.com.
About Aphria Inc.
Aphria is a leading global cannabis lifestyle consumer packaged goods company with operations in Canada, the United States, Europe and Latin America. Aphria is changing people's lives for the better -- one person at a time -- by inspiring and empowering the worldwide community to live its very best life by providing it with products that meet the needs of mind, body and soul, and invoke a sense of well-being. Aphria's mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health/well-being through high-quality, differentiated brands and innovative products. Headquartered in Leamington, Ont., Aphria cultivates, processes, markets and sells medical and adult-use cannabis, cannabis-derived extracts and derivative cannabis products in Canada under the provisions of the Cannabis Act and globally pursuant to applicable international regulations.
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