Tilray, Privateer Holdings Close Merger Deal

Tilray Inc TLRY said Friday that its merger with the private equity firm Privateer Holdings closed the previous day. 

All Privateer capital stock outstanding immediately before the effective time of the merger was canceled and converted to the right to receive the applicable portion of aggregate shares of Tilray Class 2 common stock and shares of Tilray Class 1 common stock issuable as consideration in merger. 

Tilray did not make any cash payment in connection with the merger, the company said. 

Each Privateer stockholder who acquired shares of Tilray stock in the merger is subject to a lockup allowing for the disposal of the shares only under specific conditions over two years.

During the first year following the closing of the merger, shares will be released only according to certain offerings established by Tilray, the cannabis company said.

At the end of the first year, to the extent they are not already released at Tilray’s discretion as a result of the offerings or sales, 50% of the total shares directed to the lockup will be released.

Over the second year following to the closing, the outstanding shares will be directed to a staggered release in four equal quarterly increments.

"We appreciate the long-term confidence that Privateer has in the Tilray business and we look forward to having their investors as part of our stockholder base," Tilray Chief Financial Officer Mark Castaneda said in a statement. 

"We believe this transaction will give Tilray greater control and operating flexibility, while allowing us to effectively manage our public float."

Tilray shares were down 1.74% at $18.60 at the close Friday. 

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Photo courtesy of Tilray.