| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Natura
On February 15, 2019, Tilray, Inc. (“Tilray”) completed the acquisition of Natura Naturals Holdings Inc. (“Natura”) for total consideration of up to C$70 million. The acquisition of Natura occurred pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the “Natura Arrangement”). On the date of closing, Tilray issued an aggregate of 180,332 shares of Class 2 Common Stock (the “Common Stock”) and paid C$15 million in cash (less the deduction of certain transaction expenses incurred by Natura) to the shareholders of Natura. A description of the additional consideration and the other terms of the Natura Arrangement and a copy of the Arrangement Agreement pursuant to which the Natura Arrangement occurred are included in the Current Report on Form8-K filed by Tilray on January 24, 2019. Such description and the copy of such Arrangement Agreement is incorporated herein by reference.
Manitoba Harvest
On February 28, 2019, Tilray completed the acquisition of FHF Holdings Ltd. (“Manitoba Harvest”) for an aggregate maximum purchase price of C$419 million, pending the achievement of certain milestones after the closing of the transaction. The acquisition of Manitoba Harvest occurred pursuant to a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Manitoba Arrangement”). On the date of closing, Tilray issued an aggregate of 1,209,946 shares of Common Stock and paid C$127.5 million in cash (less the deduction of certain transaction expenses incurred in respect of the Manitoba Arrangement) to the shareholders of Manitoba Harvest. A description of the additional consideration and the other terms of the Manitoba Arrangement and a copy of the Arrangement Agreement pursuant to which the Manitoba Arrangement occurred are included in the Current Report on Form8-K filed by Tilray on February 25, 2019. Such description and such copy of such Arrangement Agreement is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in (or incorporated by reference into) Item 2.01 of this Current Report onForm 8-K is hereby incorporated by reference into this Item 3.02. The securities issued and to be issued to the security holders of Natura and Manitoba Harvest in the Natura Arrangement and Manitoba Arrangement, respectively, were issued or will be issued in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(10) of the Securities Act.
| Item 9.01 | Financial Statement and Exhibits |
(a) Financial statements of business acquired.
As permitted by Item 9.01(a)(4) of Form8-K, Tilray will file the financial statements required by Item 9.01(a)(1) of Form8-K pursuant to one or more amendments to this Current Report on Form8-K not later thanseventy-one (71) calendar days after the date each respective initial Current Report on Form8-K reporting the acquisition of Natura and Manitoba Harvest was required to be filed.
(b) Pro forma financial information.
As permitted by Item 9.01(b)(2) of Form8-K, Tilray will file the pro forma financial information required by Item 9.01(b)(1) of Form8-K pursuant to one or more amendments to this Current Report on Form8-K not later thanseventy-one (71) calendar days after each respective initial Current Report on Form8-K reporting the acquisition of Natura and Manitoba Harvest was required to be filed.
