Aphria Urges Shareholders to Take No Action With Respect to Unsolicited Takeover Bid

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LEAMINGTON, ON, Jan. 22, 2019 /CNW/ – Aphria Inc. (“Aphria” or the “Company“) (TSX: APHA and NYSE: APHA) today confirmed that Green Growth Brands Inc. (CSE:GGB) (“GGB“) has commenced an unsolicited take-over bid (the “Offer“) to acquire all outstanding common shares of the Company, other than the common shares of the Company owned by GGB or its affiliates, in exchange for 1.5714 common shares of GGB.

 

Take No Action on Offer

Aphria shareholders are advised to take no action on the Offer until Aphria’s Board of Directors has made a formal recommendation to shareholders. Having received the Offer, the independent committee of Aphria directors (the “Independent Committee“) will consider it with its advisors before making a formal recommendation to Aphria’s Board of Directors.  Shareholders will be notified of any recommendation of the Board of Directors through a news release and Directors’ Circular in accordance with applicable securities laws.  Shareholders are also encouraged to visit AphriaFuture.ca for more information.

The Company noted that the Offer’s terms are substantially identical to the unsolicited proposal announced by GGB on December 27, 2018.  At that time, the Aphria Board stated that it had determined that GGB’s unsolicited proposal significantly undervalued the Company relative to its current and future value.  Based on the 20-day volume weighted average price of GGB shares before GGB’s initial proposal and the expressed exchange ratio of 1.5714 common shares of GGB for each Aphria share, the Offer reflects a discount of -23% to the Company’s average share price over the same period.

Irwin Simon, Aphria’s independent Board Chair, said, “Aphria is a market leader and has a tremendous opportunity to create substantial value for shareholders.  Any offer would necessarily need to be evaluated against the current and future value of our current strategic plan.  We are also determined to protect Aphria shareholders from opportunistic offers that fail to reflect the substantial value and growth prospects we have built at Aphria.  We will evaluate GGB’s offer in this spirit.”

Aphria was built from the ground up to become a leading global cannabis company.  Since 2013, Aphria has built the cultivation, manufacturing, research and distribution infrastructure required to create a world-class, low-cost, high quality global cannabis producer. Licence applications were submitted for facilities expansions and annualized harvest is expected to increase to 255,000 kilograms by the end of calendar 2019.

Simon continued, “The cornerstones of Aphria’s strategy are industrial-scale production, pharmaceutical-grade quality, innovative product development, and industry leading partnerships.  The future value of what can be built on this foundation is substantial.  Our shareholders have also benefitted from Aphria being one of the first cannabis companies to list on leading exchanges in Canada and the United States.  There are many considerations that will factor into the Board’s recommendation and we look forward to providing our response to shareholders in due course.  In the interim, shareholders should take no action as it relates to the GGB offer.”

Advisors

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 information agent.

Emerald contributor since March 2012

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