Tilray + Aphria to Create Largest Global Cannabis Company

Seattle – December 30, 2020 – Cooley advised Tilray – a global pioneer in cannabis research, cultivation, production and distribution – on its agreement to combine with Aphria. The combined company, which will operate as Tilray and trade its shares on the Nasdaq Global Select Market under the symbol “TLRY,” will be the world’s largest cannabis company based on the pro forma revenue of $685 million. Partners Steve Tonsfeldt and Alan Hambelton led the Cooley team advising Tilray on the agreement, which is expected to close in Q2 2021.

“We are thrilled to bring together two cannabis industry leaders,” said Tilray CEO Brendan Kennedy in a statement. “At this nascent stage of development and expansion of the global cannabis market, we believe companies with leading geographic scale, product range and brand expertise are most likely to benefit long-term.”
Kennedy will sit on the company’s board of directors along with eight other members, seven of whom are current Aphria directors. Aphria chairman and CEO Irwin Simon will lead the company under the same title.

Supported by low-cost, state-of-the-art cultivation, processing and manufacturing facilities, the company will have a complete portfolio of branded cannabis 2.0 products in Canada and will be well positioned to pursue growth opportunities with Aphria’s medical cannabis and distribution footprint in Germany and Tilray’s cannabis production facility in Portugal, which has export capabilities and tariff-free access to the European Union to meet increasing global demand for medical cannabis.

In the US, Tilray will have a strong consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater Brewing Company, a craft brewer with a cannabis slant, and Manitoba Harvest, a leading hemp food manufacturer and a pioneer in CBD and wellness products. The company is expected to have a strong, flexible balance sheet, cash balance and access to capital, giving it the ability to accelerate growth and deliver attractive returns for stockholders.

Cooley previously advised Tilray on its 2018 IPO and again the following year when it purchased Fresh Hemp Foods for $279 million.

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Related Contacts
Steve Tonsfeldt Partner, Palo Alto
Alan Hambelton Partner, Seattle
Rishab Kumar Associate, Palo Alto
Julia Stark Associate, Seattle
Justine W. Chiu Associate, Seattle
Natalie D. Vernon Associate, San Francisco
Rodrigo Seira Associate, Seattle
Jeffrey J. Tolin Partner, New York
Joshua Friedman Partner, Boston
Jacqueline Grise Partner, Washington, DC
Sharon Connaughton Special Counsel, Washington, DC
Mischi a Marca Partner, San Francisco
Timothy Nguyen Associate, San Francisco
Tijana Brien Associate, Palo Alto
Janelle Fernandes Associate, Palo Alto