ANAIMO, B.C. – Tilray, Inc. (NASDAQ: TLRY), a world chief in cannabis analysis, cultivation, manufacturing, and distribution, at the moment introduced that it has signed a non-binding Letter of Intent (“LOI”) with its largest stockholder Privateer Holdings, Inc. (“Privateer”) for a transaction that can lengthen the lock-up on and supply for the orderly launch of the 75 million Tilray shares held by Privateer to Privateer’s fairness holders. These shares at present symbolize 77 % of Tilray’s complete shares excellent.
Underneath the phrases of the LOI, the events will impact a downstream merger of Privateer with and right into a wholly-owned subsidiary of Tilray, with the Tilray subsidiary surviving the merger, and the issuance by Tilray to Privateer stockholders of newly issued and registered shares of Tilray frequent inventory in an mixture quantity equal to the variety of Tilray frequent shares at present held by Privateer. All Tilray shares held by Privateer and all excellent Privateer frequent inventory will probably be cancelled upon consummation of the merger. Tilray was initially incubated and financed by Privateer as one in all its wholly-owned working subsidiaries earlier than closing a Collection A spherical of capital in February 2018 after which changing into the primary cannabis producer to finish an Preliminary Public Providing (IPO) on a serious U.S. inventory change in July 2018. Earlier this yr, Privateer distributed its possession of its three different working subsidiaries unrelated to Tilray on to Privateer stockholders, leaving no materials belongings in Privateer aside from the 75 million shares it at present holds in Tilray.
Pursuant to the phrases of the proposed transaction, the shares of Tilray inventory distributed within the merger can be topic to a lock-up permitting for the sale of such shares solely beneath sure circumstances over a two-year interval. Throughout the first yr following the closing of the merger, shares will probably be launched solely pursuant to marketed choices and/or block trades to institutional buyers or through inventory gross sales to strategic buyers, all of which might be organized on the sole discretion of Tilray. The remaining shares will probably be topic to a staggered launch over the course of the second yr following closing. As well as, Privateer has agreed within the LOI to a lock-up on its Tilray shares throughout the negotiating interval for the definitive merger settlement.
Mark Castaneda, Chief Monetary Officer of Tilray, mentioned: “We respect the long-term confidence that Privateer has within the Tilray enterprise and we look ahead to having their buyers as a part of our stockholder base. We imagine this transaction will give Tilray higher management and working flexibility, whereas permitting us to successfully handle our public float.”
Michael Blue, Managing Accomplice of Privateer, mentioned: “We imagine this construction will maximize general returns for our visionary buyers in a tax-efficient method whereas giving Tilray the working flexibility it must proceed to be a pacesetter within the quickly rising world cannabis trade.”
The LOI for the proposed transaction has been unanimously permitted by the Particular Committee of Tilray’s Board of Administrators (comprised of impartial administrators) and by Privateer’s Board of Administrators. The LOI is a non-binding expression of intent. The merger and the transactions contemplated in connection therewith will probably be consummated provided that the events enter into definitive agreements setting forth the ultimate phrases of the merger, the lock-up and different associated issues; such definitive paperwork are permitted by the Particular Committee of Tilray’s Board of Administrators and by Privateer’s Board of Administrators; and all circumstances to closing set forth within the definitive paperwork are met, together with the approval of the merger by the stockholders of Privateer and Tilray. Each events intend to finish the transaction as expeditiously as potential.
Tilray is a world pioneer within the analysis, cultivation, manufacturing and distribution of cannabis and cannabinoids at present serving tens of 1000’s of sufferers and customers in twelve nations spanning 5 continents.
About Privateer Holdings, Inc.
Privateer Holdings is the world’s first non-public fairness agency to speculate solely in authorized cannabis. The Privateer Holdings workforce has raised $200 million to put money into cannabis manufacturers. Study extra at www.privateerholdings.com.