| Leamington, Ontario – April 5, 2021 – Aphria Inc. (“Aphria”) (TSX: APHA and Nasdaq: APHA), a leading global cannabis-lifestyle consumer packaged goods company, is pleased to announce that both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis and Co., LLC (“Glass Lewis”) have recommended that holders (the “Shareholders”) of common shares (the “Shares”) of Aphria vote FOR the special resolution (the “Aphria Resolution”) approving the previously announced arrangement (the “Arrangement”) to be completed pursuant to the Business Corporations Act (Ontario) pursuant to which, among other things, Tilray, Inc. (“Tilray”, and following the Arrangement, the “Combined Company”) will acquire all of the outstanding Shares of Aphria and the Shareholders will become holders of shares of Tilray (“Tilray Shares”). 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 US$78 million (C$100 million) of pre-tax 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 twelve-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 licenses 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 favorable 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 (the “Meeting”) will take place via live audio webcast on Wednesday, April 14, 2021 at 4:00 pm (Eastern time).
The proxy voting deadline is 4:00 p.m. (Eastern time) on Monday, April 12, 2021
The board of directors of Aphria unanimously recommends that Shareholders vote FOR the Aphria Resolution
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