Leamington, Ontario – February 06, 2019 – Aphria Inc. (“Aphria” or the “Company”) (TSX: APHA and NYSE: APHA) today announced that its Board of Directors (the “Board”) has rejected the hostile bid by Green Growth Brands Inc. (CSE:GGB) (“GGB”) to acquire all of the outstanding common shares of the Company (“Common Shares”) including any Common Shares that may become issued and outstanding after January 22, 2019, but prior to the expiry of the hostile bid upon the exercise, conversion or exchange of options, warrants, debentures or other securities of the Company exercisable or convertible into Common Shares, other than Common Shares owned by GGB or its affiliates, in exchange for 1.5714 shares of GGB (the “Hostile Bid”).
Based on the 20-day volume-weighted average price of GGB shares immediately before GGB’s announcement of an intention to acquire the Common Shares of the Company, the Hostile Bid reflects a 23% discount to the Company’s share price over the same period. The Board made its recommendation after careful consideration and receipt of the recommendation of a committee of its independent directors (the “Independent Committee”), who were advised by financial and legal advisors.
The Board unanimously recommends that Aphria shareholders
REJECT the Hostile Bid and DO NOT TENDER their shares.
To REJECT the Hostile Bid, simply TAKE NO ACTION.
In the Board’s view, the Hostile Bid:
“The Aphria Board of Directors unanimously believes that GGB’s hostile offer is significantly undervalued and inadequate and not in the interest of Aphria shareholders on multiple grounds,” said Irwin D. Simon, Aphria’s independent Board Chair. “Regardless of their brazen attempts to suggest otherwise, GGB is asking Aphria shareholders to accept a substantial discount on their shares, as well as delisting from both the TSX and NYSE, resulting in a vast dilution of their ownership in Aphria. In return GGB offers shares in an illiquid company with limited operating history, minimal assets and no track record in the cannabis industry. GGB clearly timed their offer to exploit recent lows for Aphria and cannabis stocks overall, with the goal of transferring value to the insiders who control GGB at the expense of Aphria shareholders.”
Simon continued, “Today, Aphria is in a better position than ever to create long-term value for our shareholders, following a positive second quarter and continued progress expanding our production capacity and global footprint. Over the past five years, we have built a strong foundation for a leading global cannabis company in cultivation, manufacturing, research and distribution infrastructure, as well as forging strategic investments and alliances to efficiently scale around the world.
“By virtue of our strong platform and competitive advantages, Aphria has multiple near-term opportunities to profitably grow and create substantial value for its shareholders. These include expanding production and automation to secure long-term cost and scale advantages, expanding in the global medical-use market in Europe, Latin America and the Caribbean, acquisition of increased market share in the Canadian adult-use markets, and developing new products for the burgeoning cannabis health and wellness sector. A hostile takeover by GGB ignores this bright outlook, which is another reason why the Aphria Board strongly urges shareholders to reject the bid.”
A copy of the Directors’ Circular, which sets forth in greater detail the Board’s recommendation and the reasons therefor, is being mailed to all Aphria shareholders and is available on Aphria’s website, SEDAR and EDGAR. These reasons include, but are not limited to, the following:
Shareholders are also encouraged to visit AphriaFuture.ca for additional reasons why the Hostile Bid should be rejected.
The Board has received a written opinion from its financial advisor, Scotiabank, to the effect that, as of February 5, 2019, and based on and subject to the assumptions, limitations and qualifications contained therein, the consideration offered under the Hostile Bid for the Common Shares is inadequate, from a financial point of view, to Aphria shareholders, other than GGB and its affiliates.
For the principal reasons outlined above, the Board has unanimously determined that the Hostile Bid is inadequate and significantly undervalues the Common Shares and is not in the best interests of Aphria, Aphria shareholders or its other stakeholders.
To REJECT the Hostile Bid, simply TAKE NO ACTION
If you have already tendered your Common Shares to the Hostile Bid, you can withdraw your Common Shares by contacting your broker or Laurel Hill Advisory Group, Aphria’s shareholder communications advisor and information agent at 1-877-452-7184 (toll-free for shareholders in North America) or 1-416-304-0211 (collect call for Aphria Shareholders outside North America) or via email at firstname.lastname@example.org.
Legal counsel to Aphria’s Board and Independent Committee is Fasken Martineau DuMoulin LLP and Scotiabank has been retained as financial advisor. Gagnier Communications is serving as strategic communications advisor and Laurel Hill is acting as Aphria’s shareholder communications advisor and information agent.
[i] Constellation Brands offer for Canopy Growth (42% premium to the 20-day VWAP), Aurora’s offer for MedReleaf (50% premium), Altria’s offer for Chronos (42%), Aurora’s offer for CanniMed (197%).
Aphria is a leading global cannabis company driven by an unrelenting commitment to our people, product quality and innovation. Headquartered in Leamington, Ontario – the greenhouse capital of Canada – Aphria has been setting the standard for the low-cost production of safe, clean and pure pharmaceutical-grade cannabis at scale, grown in the most natural conditions possible. Focusing on untapped opportunities and backed by the latest technologies, Aphria is committed to bringing breakthrough innovation to the global cannabis market. The Company’s portfolio of brands is grounded in expertly-researched consumer insights designed to meet the needs of every consumer segment. Rooted in our founders’ multi-generational expertise in commercial agriculture, Aphria drives sustainable long-term shareholder value through a diversified approach to innovation, strategic partnerships and global expansion, with a presence in more than 10 countries across 5 continents.
For more information, visit: aphria.ca
For media inquiries please contact:
Vice President, Communications
Dan Gagnier / Jeff Mathews
For investor inquiries please contact:
Vice President, Investor Relations
For shareholder questions, please contact:
1-877-452-7184 (toll-free for Aphria shareholders in North America)
1-416-304-0211 (collect call for Aphria shareholders outside North America)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as “may”, “will”, “would”, “should”, “could”, “expects”, “forecasted”, “exposed”, “unlocks” “plans”, “intends”, “trends”, “indicates”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, although not all forward-looking statements contain these words. Forward-looking statements in this news release include, but are not limited to, statements with respect to expectations regarding Aphria’s prospects for growth and expansion plans at its facilities and the capacity thereof, advancement of international projects, the performance of Aphria’s business and operations, operational scope, operations, share price, the ability to realize expected value, market opportunities, accretion or synergies; shareholder value creation; statements regarding the execution of Aphria’s strategic plans; the near and long-term consequences of the Hostile Bid; and expectations regarding the cannabis industry in general.
Forward-looking statements contained in this news release are based on a number of estimates and assumptions including, but not limited to, assumptions as to: competitive conditions in the cannabis industry; general economic conditions; and changes in laws, rules and regulations applicable to Aphria and its business, and there can be no assurance that such estimates and assumptions will prove to be correct. Forward-looking statements in this news release involve known and unknown risks and uncertainties, general and specific, and other factors that may cause, individually or in the aggregate, actual results and developments to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: the Hostile Bid; general operating challenges including general business, economic, financial market, political and regulatory conditions in regions in which Aphria operates and the completion of any capital project or expansions including the ability of Aphria to execute on long-term and short-term strategic priorities. For more detailed information, refer to the risks and uncertainties including risks in the cannabis industry identified in Aphria’s public disclosure including in its most recent interim filings and Annual Information Form dated July 31, 2018, filed with the applicable securities regulatory authorities in Canada, which are available under Aphria’s profile on SEDAR at www.sedar.com. The Company believes that the expectations reflected in the forward-looking statements contained in this news release are reasonable as at the date hereof, but no assurance can be given that these expectations will prove to be correct, as actual results and future events could materially differ from those anticipated in such statements. Except as