Tilray® to Acquire Natura Naturals Holdings Inc. for up to C$70 Million Subject to Performance Milestones
Acquisition increases the Company’s capacity to supply branded cannabis products
NANAIMO, B.C. – Tilray, Inc. (“Tilray” or “the Company”) (NASDAQ:TLRY), a global leader in cannabis research, cultivation, production and distribution, today announced it has entered into a definitive agreement (“the Agreement”) pursuant to which Tilray, through a wholly-owned subsidiary, will acquire all of the issued and outstanding securities of Natura Naturals Holdings Inc. (“Natura”), the parent company of a licensed cultivator of cannabis.
As a result of the acquisition, if completed, Tilray will obtain Natura’s 662,000 square-foot greenhouse cultivation facility, of which 155,000 square-feet are currently licensed, and all subsequent cannabis output from this facility. Natura, through a wholly-owned subsidiary located in Leamington, Ontario, is a licensed cultivator under the Cannabis Act specializing in the greenhouse cultivation of cannabis.
Under the terms of the definitive agreement and subject to certain customary adjustments, Tilray will deliver C$35 million at closing, comprised of C$15 million in cash and C$20 million in Tilray Class 2 common stock. Natura shareholders will receive their pro rata portion of the C$15 million closing cash amount, after the deduction of certain transaction expenses incurred by Natura and subject to applicable withholding taxes. Upon Natura reaching certain quarterly production milestones over the following twelve-month period, up to C$35 million of Tilray common stock may become payable resulting in a total purchase price of C$70 million if fully achieved.
“We’re very pleased to have an agreement in place that allows us to expand our capacity to supply high-quality branded cannabis products to the Canadian market,” said Brendan Kennedy, Tilray President and CEO. “Through an extensive and thorough search for the right supply partner, we’re pleased to have come to a mutually-beneficial agreement with Natura.”
Tilray currently operates three state-of-the-art facilities in Canada and one in Portugal: Tilray Canada Ltd. (“Tilray Canada”), a Nanaimo, British Columbia-based research, cultivation and processing facility which primarily serves the Canadian and global medical cannabis market; Tilray Portugal, Unipessoal, Lda. (“Tilray Portugal”), located in Cantanhede, a research, processing, cultivation, packaging and distribution facility which will primarily serve the medical cannabis market in Europe; High Park Farms Ltd. (“High Park Farms”), an Enniskillen, Ontario-based cultivation and processing facility primarily serving the adult-use market in Canada; and the newly-licensed High Park processing facility in London, Ontario, which will exclusively serve the adult-use market in Canada. Tilray and High Park also have cannabis supply agreements in place with Licensed Producers throughout Canada and most recently signed an exclusive sale, supply, distribution and marketing agreement to deliver High Park adult-use cannabis products in Québec with ROSE LifeScience. The proximity of Natura’s facility to Tilray and High Park’s existing Ontario operations is expected to be valuable in the long-term collaboration of cannabis research, cultivation and processing within the Company.
Prior to signing the definitive agreement, Tilray conducted extensive due diligence on Natura’s cultivation facility and cannabis products. Prior to distribution, all cannabis products produced at the Natura facility will adhere to Tilray’s stringent quality assurance standards. The increased supply from Natura will allow Tilray to expand its capacity to supply the Canadian market with high-quality branded cannabis products.
The transaction will be completed by plan of arrangement under the Ontario Business Corporations Act. Completion of the transaction will be subject to customary terms and conditions, including shareholder and court approval of the arrangement. It is anticipated that the closing of the transaction will be completed within the next 30 days. Tilray looks forward to sharing more information related to the company’s increasing production capacity and global growth strategy, in the coming months.
Cowen provided a fairness opinion to Tilray’s board of directors in connection with the transaction.