Tilray prices US $153M IPO on NASDAQ

Tilray, Inc., a portfolio company of Privateer Holdings, has priced its initial public offering (IPO) at US $17 per share, above its proposed price range.

Tilray will issue 9,000,000 shares of Class 2 common stock. 6,524,000 shares of Class 2 common stock will be offered in the United States and certain other countries except Canada at US $17.00 per share for a total offering size of US $110,908,000 and 2,476,000 shares of Class 2 common stock, which is referred to as Subordinate Voting Shares, will be offered in Canada and certain other countries except the United States at CDN $22.451 per share for a total offering size of CDN $55,586,200. The total combined offering size is approximately US $153 milllion.

Tilray has granted an over-allotment option for additional 1,350,000 shares for additional gross proceeds of US $22.95 million.

Tilrayhad planned to issue shares at between US $14.00-16.00 or CDN $18.40-$21.00 per share.

Tilray shares are expected to begin trading on the Nasdaq Global Select Market on July 19, 2018, under the symbol “TLRY.”

Upon closing of the offering, Tilray will have 75,127,375 (76,477,375 if the over-allotment option exercised in full) Subordinate Voting Shares, and 16,666,667 Multiple Voting Shares issued and outstanding, valuing the company at US $1.58 billion.

Privateer Holdings will own 16,666,667 Multiple Voting Shares, and 58,333,333 Subordinate Voting Shares.

photo credit: Tilray

News Release

Tilray Announces Pricing of Initial Public Offering

July 18, 2018 09:31 PM Eastern Daylight Time

NANAIMO, British Columbia–(BUSINESS WIRE)–Tilray, Inc., a vertically-integrated and federally-licensed cannabis cultivator, processor and distributor, today announced the pricing of its initial public offering of 9,000,000 shares of Class 2 common stock. 6,524,000 shares of Class 2 common stock will be offered in the United States and certain other countries except Canada at a price to the public of US$17.00 per share for a total offering size of US$110,908,000 and 2,476,000 shares of Class 2 common stock, which we refer to as Subordinate Voting Shares, will be offered in Canada and certain other countries except the United States at a price to the public of CAD$22.451 per share for a total offering size of CAD$55,586,200. Based on current exchange rate1, the total combined offering size is approximately US$153,000,000.00. The shares are expected to begin trading on the Nasdaq Global Select Market tomorrow, July 19, 2018, under the symbol “TLRY.”

In addition, Tilray has granted the U.S. underwriters a 30-day over-allotment option to purchase up to 978,600 additional shares of Class 2 common stock and the Canadian underwriters a 30-day over-allotment option to purchase up to 371,400 additional Subordinate Voting Shares at the initial public offering price, less underwriting discounts. Closing of the offering is expected to occur on July 23, 2018, subject to the fulfillment of customary closing conditions.

A registration statement on Form S-1 relating to the offering has been filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”). Tilray has also filed a prospectus with the securities regulatory authorities in each province of Canada other than the Province of Quebec to qualify the distribution in those provinces. 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 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. 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 or by telephone at (631) 592-5973 or by email at PostSaleManualRequests@broadridge.com.

Copies of the Canadian 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.

1Based approximately on the Bank of Canada daily exchange rate on July 18, 2018 of C$1.3204 = US$1.00

Contacts
Tilray, Inc.
Media:
Zack Hutson, +1-415-534-5541
zack.hutson@tilray.com
or
Investors:
Katie Turner, +1-646-277-1228
Katie.turner@icrinc.com