Tilray Manufacturers Declares Proposed Settlement for Strategic Alliance With Hexo Corp.
Tilray to Purchase Hexo Corp.’s Senior Secured Convertible Notes
- Industrial and monetary alliance would carry collectively Canada’s high two hashish market share leaders to strengthen operational efficiencies and product innovation to profit shoppers, shareholders, and the hashish business
- Gives Tilray Manufacturers with roughly C$20 million in curiosity funds within the first yr, including roughly 4 cents per share to future earnings per share, and an fairness conversion possibility into HEXO; well-positions Tilray Manufacturers to profit from HEXO’s accelerated development potential
- Each corporations anticipated to appreciate vital industrial advantages with manufacturing efficiencies and assist companies financial savings of as much as C$50 million
- Joint convention name to debate announcement at 8:30 a.m. ET as we speak
LEAMINGTON, Ontario, March 03, 2022 (GLOBE NEWSWIRE) — Tilray Brands, Inc. (“Tilray Manufacturers” or the “Firm”) (Nasdaq | TSX: TLRY), a number one international cannabis-lifestyle and client packaged items firm inspiring and empowering the worldwide group to reside their best possible life, as we speak introduced proposed agreements for a industrial and monetary partnership with HEXO Corp. (“HEXO”) (Nasdaq | TSX: HEXO) that might carry collectively Canada’s high two hashish market share leaders, strengthening their respective positions and setting the stage for elevated manufacturing efficiencies amid aggressive market dynamics.
Below the phrases of the proposed settlement, Tilray Manufacturers would purchase as much as US$211 million of senior secured convertible notes (“Notes”) that had been issued by HEXO and are at the moment held by funds affiliated with HT Investments MA LLC (“HTI”) (“Transaction”). The Notes can be amended to allow Tilray Manufacturers to train conversion rights at a value of C$0.90 per HEXO Share and purchase a big fairness possession place in HEXO, driving significant, further upside and direct participation in HEXO’s appreciable development alternatives.
We consider this proposed Transaction can be a win-win for Tilray Manufacturers and HEXO as it will launch a strategic partnership between two main Canadian hashish producers with complementary model portfolios. For us, it offers a path for significant future fairness possession of HEXO, and permits us to take part in HEXO’s share value appreciation because it continues to execute on its development initiatives.
Irwin D. Simon, Tilray Manufacturers’ Chairman and CEO
We additionally count on to appreciate additional industrial and manufacturing effectivity financial savings of as much as C$50 million inside two years, which might be shared equally and would permit us to proceed being the main, low-cost Canadian producer. I look ahead to working with HEXO’s administration group and Board to create further model and shareholder worth.
The strategic alliance between Tilray Manufacturers and HEXO would supply a number of monetary and strategic advantages, together with:
- Accretion and Flexibility: the acquisition of the Notes by Tilray Manufacturers can be instantly accretive to Tilray Manufacturers. As amended, the phrases of the Notes will present that the Notes shall bear curiosity at a fee of 10% every year from the date of closing. Throughout the first yr, the curiosity shall be paid in money and throughout the the rest of the time period, the Notes shall be paid half in money in annually and the remaining half shall be added to the principal quantity as a payment-in form (“PIK”) when the funds are due and any funds of such PIK shall be made in money on the time of maturity or paid in further HEXO Shares upon conversion (if transformed previous to maturity). As well as, Tilray Manufacturers shall have the pliability to both be paid the principal quantity plus any accrued curiosity and PIK upon the maturity of the Notes or, previous to maturity, convert the principal quantity plus any accrued curiosity and PIK into a considerable possession place in HEXO.
- Substantial Synergies: the proposed alliance between Tilray Manufacturers and HEXO is additional anticipated to ship as much as C$50 million of value synergies, to be shared equally, inside two years of the completion of the Transaction. Each corporations have been working collectively to judge value saving synergies in addition to different manufacturing efficiencies, together with with respect to cultivation and processing companies, sure Hashish 2.0 merchandise, together with pre-rolls, drinks and edibles, in addition to shared companies and procurement.
- Will increase Product Breadth and Dedication to Innovation: Tilray Manufacturers and HEXO carry collectively business main experience within the international hashish business, together with hashish cultivation, product innovation, model constructing, and distribution. Leveraging each corporations’ dedication to innovation and operational efficiencies, each corporations would share their respective experience and know-how to strengthen market positioning and capitalize on alternatives for development by way of a broadened product providing and accelerated CPG innovation.
Upon closing, Tilray Manufacturers will nominate Denise Faltischek to the HEXO Board of Administrators (“Board”), along with appointing one Board observer.
Transaction Particulars
Below the phrases of the Transaction, and topic to negotiation of the definitive paperwork and the satisfaction of particular circumstances, Tilray Manufacturers would purchase 100% of the remaining US$211 million excellent principal stability of the Notes, all of which had been initially issued by HEXO to HTI. As consideration for Tilray Manufacturers’ curiosity within the Notes, Tilray Manufacturers would pay 95% of the then excellent principal stability for the Notes (“Buy Worth”), which incorporates accrued and unpaid curiosity on the Notes, in addition to different agreed direct and oblique prices incurred by Tilray Manufacturers in reference to the Transaction. Till closing, HTI might proceed to redeem the Notes pursuant to their phrases; nevertheless, in no occasion shall the excellent principal stability of the Notes, when in the end bought by Tilray Manufacturers, be lower than US$182 million.
Among the many varied amendments to be made to the Notes, the preliminary conversion value can be C$0.90 (topic to changes as set forth within the certificates for the Notes and the indenture governing the Notes) (“Conversion Worth”), implies that, as at March 2, 2022, Tilray Manufacturers has the best to transform into roughly 37% of HEXO Shares (on a primary foundation). The Buy Worth can be glad in money, frequent shares of Tilray Manufacturers (“Tilray Shares”), or a mix thereof, at Tilray Manufacturers’ sole discretion.
HEXO is not going to obtain any proceeds on account of Tilray Manufacturers’ proposed buy of the Notes from HTI.
In reference to the proposed Transaction, the events would amend and restate the indenture governing the Notes to, amongst different issues, (i) lengthen the maturity date by three (3) years, to Could 1, 2026; (ii) present for the revised curiosity quantities beforehand recognized; and (iii) amend or eradicate sure affirmative and damaging covenants, together with because it pertains to minimal liquidity and minimal EBITDA covenants. The Notes may also present Tilray Manufacturers with subscription rights and top-up rights in respect of all future fairness and debt issuances by HEXO following closing, aside from in respect of sure customary exceptions.
Industrial Transactions
As a part of the proposed Transaction, HEXO and Tilray Manufacturers would work collectively, in good religion, to judge value saving synergies in addition to different manufacturing efficiencies and enter into definitive agreements associated to sure mutually agreed industrial transactions. These mutually helpful industrial transactions are anticipated to incorporate (i) cultivation and processing companies, (ii) sure Hashish 2.0 merchandise (together with pre-rolls), every with a view to reaching optimum profitability between Tilray Manufacturers and HEXO, and (iii) establishing a three way partnership firm that can present shared companies to each corporations. Whole financial savings, which shall be shared equally between Tilray Manufacturers and HEXO, are anticipated to be as much as C$50 million inside two years.
Transaction Situations
The proposed Transaction shall be topic to a lot of circumstances, together with (i) execution of definitive documentation referring to the Notes; (ii) completion of all required amendments to the phrases of the Notes; (iii) receipt of approvals from the Toronto Inventory Alternate and the Nasdaq Inventory Market LLC, passable to each Tilray Manufacturers and HEXO, as relevant; (iv) Tilray Manufacturers’ passable completion of confirmatory monetary due diligence; (v) receipt of all consents and approvals required by any regulatory authorities; (vi) remaining approval of the boards of administrators of every of Tilray Manufacturers and HEXO; (vii) receipt of shareholder approval from the HEXO shareholders; (viii) no materials adversarial impact having occurred in respect of HEXO; and (ix) a dedicated fairness line being made obtainable to HEXO for as much as C$180 million on phrases acceptable to each HEXO and Tilray Manufacturers.
Convention Name
Tilray Manufacturers and HEXO will host a convention name to debate as we speak’s announcement at 8:30 a.m. ET, particulars of that are supplied under.
Name-in Quantity: (877) 407-0792 from Canada and the U.S. or (201) 689-8263 from worldwide places. Please dial in at the least 10 minutes previous to the beginning time.
There shall be a simultaneous, reside webcast obtainable on the Buyers part of Tilray’s web site at www.Tilray.com. The webcast may also be archived.
For additional particulars, traders and different safety holders can also get hold of a duplicate of the presentation related to the transaction on the Buyers part of Tilray Manufacturers’ web site at www.Tilray.com.
Transaction Advisors
Canaccord Genuity Corp. is serving as monetary advisor, and DLA Piper LLP is serving as authorized counsel, to Tilray Manufacturers.
Lazard is serving as monetary advisor, and Norton Rose Fulbright Canada LLP is serving as authorized counsel, to HEXO.
Tilray Manufacturers Replace; Prospectus Complement Submitting
Tilray Manufacturers additionally introduced as we speak that it has filed a prospectus complement with the U.S. Securities and Alternate Fee (“SEC”), underneath which it might provide and promote shares of its frequent inventory (“Frequent Inventory”) having an mixture providing worth of as much as US$400,000,000 once in a while by way of an at-the-market fairness program (“ATM Program”).
The Firm intends to make use of the web proceeds from gross sales of its Frequent Inventory underneath the ATM Program providing to strengthen its stability sheet (together with by way of debt repayments) and to fund accretive acquisitions, together with potential acquisitions of hashish belongings upon federal permissibility.
The Firm has entered into an at-the-market issuance gross sales settlement with Jefferies LLC (“Jefferies”) and Canaccord Genuity LLC (“Canaccord Genuity”). Pursuant to the gross sales settlement, Jefferies and Canaccord Genuity might promote the Firm’s Frequent Inventory in transactions which are deemed an “at-the-market providing” outlined in Rule 415 underneath the Securities Act of 1933, as amended, together with gross sales made immediately on or by way of the Nasdaq World Choose Market. The timing and quantity of any such gross sales shall be decided by a wide range of components thought of by the Firm. Gross sales could also be made at market costs prevailing on the time of a sale or at costs associated to prevailing market costs. Consequently, gross sales costs might range.
A registration assertion on Kind S-3 (File No. 333-233703) using a shelf registration course of, together with a base prospectus referring to Tilray Manufacturers’ securities was filed with the SEC on September 11, 2019 and have become efficient mechanically upon submitting, and a prospectus complement and accompanying prospectus referring to the ATM Program was filed with the SEC on March 3, 2022. Potential traders ought to learn the prospectus complement and accompanying prospectus, along with the paperwork included by reference therein. Potential traders might get hold of these paperwork free of charge by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, a duplicate of the prospectus complement and accompanying prospectus referring to the providing could also be obtained from Jefferies LLC, 520 Madison Avenue, New York, NY 10022 or by phone at (877) 821-7388 or by electronic mail at [email protected].
About Tilray Manufacturers
Tilray Manufacturers, Inc. (Nasdaq: TLRY; TSX: TLRY), is a number one international cannabis-lifestyle and client packaged items firm with operations in Canada, the USA, Europe, Australia, and Latin America that’s altering folks’s lives for the higher – one particular person at a time. Tilray Manufacturers delivers on this mission by inspiring and empowering the worldwide group to reside their best possible life and offering entry to merchandise that meet the wants of their thoughts, physique, and soul whereas invoking wellbeing. Sufferers and shoppers belief Tilray Manufacturers to ship a cultivated expertise and well being and wellbeing by way of high-quality, differentiated manufacturers and modern merchandise. A pioneer in hashish analysis, cultivation, and distribution, Tilray Manufacturers’ unprecedented manufacturing platform helps over 20 manufacturers in over 20 nations, together with complete hashish choices, hemp-based meals, and craft drinks.
For extra data on how we open a world of wellbeing, go to www.Tilray.com.
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