Tilray Inc., a vertically-integrated and federally-licensed cannabis cultivator, processor and distributor, filed an amendment to its US Form S-1 registration statement and Canadian Preliminary Prospectus in connection with its proposed initial public offering (IPO) on the Nasdaq Global Select Market (NASDAQ) under the ticker symbol “TLRY”.
Tilray is offering 9,000,000 Subordinate Voting Shares at a priced between US $14.00 and US $16.00, or approximately between CDN $18.40 and CDN $21.00, per share. Tilray intends to grant the underwriters a 30-day over-allotment option to purchase up to 1,350,000 additional shares.
Upon closing of the offering, Tilray will have 16,794,042 Subordinate Voting Shares outstanding and 75,000,000 Multiple Voting Shares to be outstanding. On the fully diluted basis, Tilray will have 25,413,238 shares (including full exercise of the over-allotment option), valuing the company between US $1.4 billion to $1.6 billion.
Private equity firm, Privateer Holdings, owns 100% of the Multiple Voting Shares. In January 2018, Tilray issued the Multiple Voting Shares in exchange for the contribution of 100% of the outstanding equity interests of Decatur. Decatur owns all of the outstanding equity interests of Tilray’s direct and indirect subsidiaries through which Tilray operates.
photo credit: Tilray
News Release
Tilray Inc. Launches Initial Public Offering
Tilray Inc., a vertically-integrated and federally-licensed cannabis cultivator, processor and distributor, today announced that it has launched an initial public offering (IPO) of its Class 2 common stock pursuant to a registration statement on Form S-1 previously filed with the United States Securities and Exchange Commission (the “SEC”). Tilray has applied to list its common stock on the Nasdaq Global Select Market under the ticker symbol “TLRY”.
Tilray is offering 9,000,000 shares of Class 2 common stock at an initial price to the public between US$14.00 and US$16.00 per share (approximately CAD$18.40 to CAD$21.00 per share1). Tilray intends to grant the underwriters a 30-day over-allotment option to purchase up to 1,350,000 additional shares.
In order to qualify the offering of securities in Canada and to ensure that purchasers in Canada are not subject to restrictions on resale, Tilray has also filed a preliminary prospectus for a proposed IPO in Canada with the securities regulatory authorities in each province of Canada other than the Province of Quebec. Tilray does not intend to list on any stock exchange in Canada.
Cowen and BMO Capital Markets are acting jointly as book-runners for the proposed IPO. Cowen is acting as the sole book-running manager for the IPO in the United States, and BMO Capital Markets is acting as the sole book-running manager for the IPO in Canada. Eight Capital is acting as lead manager for the IPO in Canada. In the United States, Roth Capital Partners is acting as lead manager and Northland Capital Markets is acting as a co-manager for the IPO.
The offering will be made only by means of a prospectus. Copies of the U.S. preliminary prospectus may be obtained from the SEC’s website or from Cowen by contacting Cowen c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department. Phone: (631) 274-2806. Copies of the Canadian preliminary prospectus may be obtained from www.sedar.com or from BMO Capital Markets by contacting BMO Capital Markets, Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 or by telephone at (905) 791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca.
A registration statement on Form S-1 relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
1Based approximately on the Bank of Canada daily exchange rate on July 5, 2018 of C$1.3129 = US$1.00