Aphria Inc. APHA

RE:RE:The APHA vs TLRY Conversion

[miscstuff]

CommonCentsforDollars wrote: All fine and dandy Chevelle but the thing of it is, Tilray doesn't deserve a premium. THAT is the problem. They should have just done a straight merge at 1:1. If they did that everybody would be winning as shares of BOTH companies would be surging instead of diving. Aphria Management needs to polish up their reverse engineering skills and understand HOW the market will react to what they plan on doing BEFORE they do it. If anyone can explain why 1:1 WASN'T done or where they see premium value,.. I am all ears. Seriously, someone please explain why a premium??

Chevelle454s wrote: I have been in and out of APHA for 4 + years. Aphria has been very good to me. You need to read this, and digest this information from a very sharp poster!! GO BLUE: It's amazing how a simple thing gets all confusing because of a conversion factor and a use of an existing company name. I've tried different tacks to explain this. Let's try one more. First, just because the new combined company is name Tilray, it does not mean that Tilray bought Aphria. It's Aphria who is buying Tilray using its APHA stock at a 0.1932 premium then changing its name to Tilray to take advantage of a well-known name in the US market. Aphria management will take control of this new company after the deal is consumed. This is common variety reverse merger. If you are wondering where that 0.1932 number comes from, it's 1/0.8381 where 0.8381 is the announced conversion factor for turning an APHA share to a TLRY share. In a normal transaction where Aphria keeps its name and symbol they would issue enough new APHA shares to convert the TLRY shares into. That would mean that the new company will have roughly 465M issued shares. However, they want the name and the symbol of the new company to be Tilray and TLRY. In that case, they could have done something like declaring a special dividend of 0.1932 shares for each existing TLRY share before the merger then convert APHA to TLRY one to one. My guess is that tax laws get involved to make things complicated. So they opted to keep the number of existing TLRY shares the same and issue new TLRY shares to convert APHA shares to. In this conversion, each APHA share would convert to 0.8381 TLRY. One benefit of doing thing this way is that the number of issued shares for the new company will be smaller, about 390M shares. Long term, as the company grows, the shares will worth more. Now if you are unhappy with Aphria buying Tilray at too high a value or at all, then we can discuss that. But don't get upset because of the share conversion. It's just a math and tax law issue. As I have expressed elsewhere, I think it's a good deal because it creates a new company that setting aside the potentials of the combined assets, it can easily be seen as having a too low market cap based on the existing combined revenue stream. It would not surprise me if smart institutional investors will take a hard look at this and invest. If you short this stock because of the confusion in share conversion, it's best for you to rethink that. GLTA HEVY

I'm not saying it makes sense or not. I'm just reading the agreement. Share conversion was based on the respective revenues of the companies as per their last quarterly reports. I guess it could have been book value, share price, profit or anything else. Maybe revenue prevailed because market share is considered a big deal.

As for Aphria's share price it looks like it has to drop another 12 cents relative to TLRY to bring it inline with the conversion factor.

TLRY close - 8.96US = 11.40CAD x .838 = 9.55 (based on conversion)
APHA close  = 9.67