Tilray Board of Directors Announces Approval of Amendment to Company’s Bylaws; Aphria and Tilray Announce Waiver of Charter Amendment Proposal Requirement

Rhea-AI Summary

Tilray, Inc. (NASDAQ: TLRY) announced a bylaw amendment reducing the quorum requirement for shareholder meetings from a majority to one-third of voting power. This change is in connection with the proposed merger with Aphria Inc., allowing for shareholder votes at the upcoming special meeting on April 30. Tilray encourages all stockholders to participate in voting, regardless of share numbers. Proxies already submitted will be counted unless revoked. Tilray operates globally in cannabis research, cultivation, and distribution, serving thousands of customers across 17 countries.

Positive

• Bylaw amendment may facilitate smoother shareholder voting process.
• Encouragement for stockholder participation underscores commitment to shareholder engagement.

Negative

• Reduction of quorum requirement may raise concerns about decision-making legitimacy.
• Dependence on shareholder approval for the merger with Aphria adds uncertainty.

Tilray, Inc. (NASDAQ: TLRY), a global pioneer in cannabis research, cultivation, production, and distribution, today announced that the Tilray board of directors approved an amendment to the Company’s bylaws to reduce the quorum requirement for shareholder meetings from shareholders representing a majority of the voting power of the outstanding shares entitled to vote to one-third of the voting power of the outstanding shares entitled to vote.

In connection with the proposed business combination between Aphria Inc. (“Aphria”) and Tilray (the “Transaction”), Aphria and Tilray have each agreed to waive the mutual condition precedent to the consummation of the Transaction that Tilray amend its amended and restated certificate of incorporation (the “Charter Amendment Proposal”) in the event that the Charter Amendment Proposal is not approved by the Tilray stockholders at the Tilray special meeting scheduled for April 30 at 11:00 a.m. Eastern time (the “Tilray Special Meeting”).

All Tilray stockholders are encouraged to have their voices heard in regard to the Transaction, regardless of the number of shares held. Tilray stockholders who have not already voted, or wish to change their vote, are strongly encouraged to do so. Tilray stockholders who held shares as of the March 12, 2021 record date are eligible to vote those shares at the Tilray Special Meeting.

Tilray stockholders who have already voted do not need to recast their votes. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked.

If Tilray stockholders have questions or need additional information regarding the Transaction, Tilray stockholders are encouraged to contact Tilray’s shareholder communications advisor and proxy solicitation agent, Mackenzie Partners, Inc. by toll-free at 1-800-322-2885 or by e-mail at proxy@mackenziepartners.com.

About Tilray®

Tilray is a global pioneer in the research, cultivation, production, and distribution of cannabis and cannabinoids, currently serving tens of thousands of patients and consumers in 17 countries spanning five continents.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this communication constitutes forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. The forward-looking statements are expressly qualified by this cautionary statement. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. Any information or statements that are contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements, including, but not limited to, statements in this communication with regards to: (i) statements relating to the strategic business combination of Aphria and Tilray and the expected timing and closing of the Transaction; the Transaction including, receipt of required shareholder approvals, court approvals and satisfaction of other closing customary conditions; (ii) estimates of pro-forma financial information of the Combined Company, including in respect of expected revenues and production of cannabis; (iii) the expected strategic and financial benefits of the business combination, including estimates of future cost reductions, synergies, including expected pre-tax synergies, savings and efficiencies; (iv) statements that the Combined Company anticipates having scalable medical and adult-use cannabis platforms expected to strengthen the leadership position in Canada, internationally and, eventually in the United States; (v) statements that the Combined Company is expected to offer a diversified and branded product offering and distribution footprint, state-of-the-art cultivation, processing and manufacturing facilities; (vi) statements in respect of operational efficiencies expected to be generated as a result of the Transaction in the amount of approximately C$100 million of pre-tax annual cost synergies; (vii) statements regarding the value and returns to shareholders expected to be generated by the business combination; (viii) expectations of future balance sheet strength and future equity; (ix) expectations regarding the Combined Company’s future M&A strategy; and (x) the expectation that the Combined Company’s shares will be listed on the Toronto Stock Exchange concurrently with, or as soon as possible after, the closing of the Transaction. Aphria and Tilray use words such as “forecast”, “future”, “should”, “could”, “enable”, “potential”, contemplate”, “believe”, “anticipate”, “estimate”, “plan”, “expect”, “intend”, “may”, “project”, “will”, “would” and the negative of these terms or similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Certain material factors or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary shareholder and court approvals for the Transaction, the ability of the parties to satisfy, in a timely manner, the conditions to closing of the Transaction and other expectations and assumptions concerning the Transaction. Forward-looking statements reflect current beliefs of management of Aphria and Tilray with respect to future events and are based on information currently available to each respective management team including the reasonable assumptions, estimates, analysis and opinions of management of Aphria and Tilray considering their experience, perception of trends, current conditions and expected developments as well as other factors that each respective management believes to be relevant as at the date such statements are made. Forward-looking statements involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward-looking statements. Factors that may cause such differences include, but are not limited to, risks assumptions and expectations described in Aphria’s and Tilray’s critical accounting policies and estimates; the adoption and impact of certain accounting pronouncements; Aphria’s and Tilray’s future financial and operating performance; the competitive and business strategies of Aphria and Tilray; the intention to grow the business, operations and potential activities of Aphria and Tilray; the ability of Aphria and Tilray to complete the Transaction; Aphria’s and Tilray’s ability to provide a return on investment; Aphria’s and Tilray’s ability to maintain a strong financial position and manage costs, the ability of Aphria and Tilray to maximize the utilization of their existing assets and investments and that the completion of the Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Arrangement Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Transaction. There is a risk that some or all the expected benefits of the Transaction may fail to materialize or may not occur within the time periods anticipated by Aphria and Tilray. The challenge of coordinating previously independent businesses makes evaluating the business and future financial prospects of the Combined Company following the Transaction difficult. Material risks that could cause actual results to differ from forward-looking statements also include the inherent uncertainty associated with the financial and other projections a well as market changes arising from governmental actions or market conditions in response to the COVID-19 public health crisis; the prompt and effective integration of the Combined Company; the ability to achieve the anticipated synergies and value-creation contemplated by the Transaction; the risk associated with Aphria’s and Tilray’s ability to obtain the approval of the proposed transaction by their shareholders required to consummate the Transaction and the timing of the closing of the Transaction, including the risk that the conditions to the Transaction are not satisfied on a timely basis or at all; the risk that a consent or

FAQ

What is the recent amendment to Tilray's bylaws regarding shareholder meetings?

Tilray has amended its bylaws to reduce the quorum requirement for shareholder meetings from a majority to one-third of the voting power of outstanding shares.

How does the bylaw amendment impact the Aphria merger situation?

The amendment facilitates the shareholder voting process for the proposed merger with Aphria, scheduled for a special meeting on April 30.

What is the date and time of the Tilray Special Meeting?

The Tilray Special Meeting is scheduled for April 30 at 11:00 a.m. Eastern time.

How can Tilray stockholders vote regarding the merger with Aphria?

Tilray stockholders who held shares as of the March 12, 2021 record date can vote at the Tilray Special Meeting.

What should shareholders know if they have already voted on the merger?

Shareholders who have already voted do not need to recast their votes; their proxies will be counted unless properly revoked.