Leading Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Shareholders Vote FOR the Proposed Aphria and Tilray Business Combination
Tilray, Inc. (NASDAQ: TLRY), a global pioneer in cannabis research, cultivation, production, and distribution, today announced both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis and Co., LLC (“Glass Lewis”) have recommended that holders (the “Shareholders”) of Tilray common shares (the “Shares”) vote FOR the proposals to complete the business combination between Aphria Inc. and Tilray (the “Transaction”). ISS and Glass Lewis are the world’s leading independent proxy advisory firms that provide voting recommendations to institutional shareholders. Tilray Shareholders who held Shares as of the March 12, 2021 record date are eligible to vote those Shares at the April 16, 2021 Tilray special meeting. All Shareholders are encouraged to have their voices heard in regard to this very important matter concerning their investment in Tilray, regardless of the number of Shares held.
Favorable ISS and Glass Lewis Recommendations
In reaching its conclusion, ISS noted, in part:
“The strategic rationale appears sound, as TLRY would be better positioned to maintain a strong financial profile compared to the standalone scenario. The combined enterprise is expected to have a strong cash position and should be able to grow more profitably given improved scale, APHA's positive adjusted EBITDA, and the potential cost synergies. In addition, the consideration implies a premium to TLRY shares' trading range prior to the announcement, and the equity form of consideration allows shareholders to participate in the upside potential of the combined company. As such, support for the proposed transaction is warranted.”
In reaching its conclusion, Glass Lewis noted, in part:
“We find the proposed merger is strategically and financially compelling and structured in a fair and reasonable manner for Tilray and its shareholders. The board appears to have adequately considered the Company's strategic alternatives in light of the rapidly evolving market and regulatory conditions in the cannabis market as well as growing competition and increasing consolidation in the industry. In light of the strategic compatibility of the respective businesses in both North America and the EU, we believe the merger represents a unique opportunity to create a leading cannabis company with a strong CPG portfolio that is better positioned to capitalize on emerging opportunities in the cannabis market around the world. Combined, the companies stand to benefit from greater operational and financial scale, a more diversified product and brand portfolio, state-of-the-art facilities and greater end-to-end control of the supply chain, as well as the opportunity to create incremental value from cost savings and other synergies.”