UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Tilray, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)

This Schedule 14A filing consists of the following communications relating to the proposed business combination of Tilray, Inc. (the “Company”), a Delaware corporation, and Aphria Inc., a corporation existing under the laws of the Province of Ontario (“Aphria”), pursuant to the terms of an Arrangement Agreement, dated December 15, 2020, by and among the Company and Aphria:

Each item above was first used or made available on February 17, 2021.

PRESS RELEASE		February 17, 2021

Tilray, Inc. Reports 2020 Full Fiscal Year and Fourth Quarter Results

Revenue Increased 26% to $210.5 Million in 2020 Compared to Prior Year

Net Loss $(3.0) Million in Q4 2020 Versus Net Loss $(219.8) Million in Q4 2019

Achieved Adjusted EBITDA Goal With $2.2 Million in Q4 2020

Combination with Aphria Inc. Expected to Close in Q2 2021 to Create the World’s Largest Cannabis Company Based On Pro Forma Revenue

$189.7 Million Cash at December 31,2020 and $261.3 Million Cash as of February 16, 2021

NANAIMO, BRITISH COLUMBIA – Tilray, Inc. (“Tilray” or the “Company”) (Nasdaq: TLRY), a global pioneer in cannabis research, cultivation, production and distribution, today reported financial results for the full fiscal year and fourth quarter ended December 31, 2020. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Brendan Kennedy, Tilray’s Chief Executive Officer, stated, “Over the course of 2020, and despite COVID-19 related challenges, we transformed and strengthened Tilray, delivered solid full year results, significantly reduced net loss, and achieved our stated goal of delivering break even or positive Adjusted EBITDA in Q4 2020. We did so by generating meaningful revenue growth across our core businesses, particularly international medical and Canadian adult-use in Q4, and reducing costs by $57 million on an annualized basis compared to Q4 of 2019. As a result, we now operate with a more focused, efficient and competitive cost structure. We also strengthened our balance sheet and positioned Tilray for growth and success in the future in combination with Aphria. These results required hard work and dedication and I sincerely appreciate everything the Tilray team has done to transform our business during 2020. We now look forward to the beginning of the next chapter in our corporate journey.”

Mr. Kennedy continued, “Amid an acceleration of regulatory changes and an increasingly-favorable political environment, our proposed merger with Aphria will position the combined company as a global leader with lowest cost of production, leading brands, a well-developed distribution network, and unique partnerships. Finally, and as previously stated, the ‘new’ Tilray will achieve over C$100 million in anticipated pre-tax synergies. The aggregate impact of these value drivers provides confidence that the ‘new’ Tilray will generate significant value for stockholders.”

As announced on December 16, 2020, Tilray will combine businesses with Aphria Inc. and create the world’s largest global cannabis company based on pro forma revenue. Following the close of this transaction, which is expected in the second quarter of 2021, the combined company will operate under the Tilray corporate name with shares trading on Nasdaq under ticker symbol “TLRY”. Completion of the business combination is subject to regulatory and court approvals and other customary closing conditions, including the approval of Tilray and Aphria stockholders.

Fourth Quarter 2020 Financial Highlights

2020 Financial Highlights

Recent Business Developments Reflect Strong, Ongoing Global Growth and Opportunity

Progress on Expanding International Medical Business and Canadian Adult-Use Product Line

Progress on Strengthening Balance Sheet and Improving Financial Condition

Conference Call

Tilray will host a conference call to discuss these results today at 5:00 p.m. ET. Investors interested in participating in the live call can dial 877-407-0792 from the U.S. and 201-689-8263 internationally.

There will also be a simultaneous, live webcast available on the Investors section of the Company’s website at www.tilray.com. The webcast will also be archived after the call concludes.

About Tilray^®

Tilray is a global pioneer in the research, cultivation, production, and distribution of cannabis and cannabinoids, currently serving tens of thousands of patients and consumers in 17 countries spanning five continents.

Forward Looking Statements

This press release contains “forward-looking statements”, which may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions, including statements regarding Aphria’s and Tilray’s strategic business combination and the expected terms, timing and closing of the combination, estimates of pro-forma financial information of the combined company, estimates of future cost reductions, synergies including pre-tax synergies, savings and efficiencies, value for stockholders, our growth potential, the sustainability of growth, the optimization of our facilities and estimated net savings, demand for our products and the medical and Adult-Use cannabis markets, anticipated plans for strategic partnerships and acquisitions, and future sales of our common stock. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including assumptions in respect of current and future market conditions. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, you should not place undue reliance on any such forward-looking statements and they are not guarantees of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements. Please see the heading “Risk Factors” in Tilray’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on November 9, 2020, for a discussion of the material risk factors that could cause actual results to differ materially from the forward-looking information. Tilray does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.

Use of Non-U.S. GAAP Financial Measures

To supplement its financial statements, the Company provides investors with information related to Adjusted EBITDA and gross margin, excluding inventory valuation adjustments, both of which are financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Adjusted EBITDA is calculated as net income (loss) before inventory valuation adjustments; interest expenses, net; other expenses (income), net; deferred income tax (recoveries) expenses, current income tax expenses (benefit); foreign exchange gain (loss), net; depreciation and amortization expenses; stock-based compensation expenses; loss from equity method investments; finance income from ABG; loss on disposal of property and equipment; amortization of inventory step-up; severance costs; impairment of assets; and change in fair value of warrant liability. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Gross margin, excluding inventory valuation adjustments and stock-based compensation, is calculated as revenue less cost of sales adjusted to add back inventory valuation adjustments and amortization of inventory step-up, and stock-based compensation divided by revenue. A reconciliation of Gross margin, excluding inventory valuation adjustments and stock-based compensation, to gross margin, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release.

The Company believes these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. Management uses these non-GAAP financial measures to compare the Company’s performance to that of prior periods for trend analyses and planning purposes. These non-GAAP financial measures are also presented to the Company’s Board of Directors.

Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Non-U.S. GAAP measures exclude significant expenses that are required by U.S. GAAP to be recorded in the Company’s financial statements and are subject to inherent limitations.

Additional Information About the Tilray and Aphria Business Combination and Where to Find It

This news release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This statements in this press release in respect of the proposed transaction involving Aphria and Tilray pursuant to the terms of an arrangement agreement by and among Aphria and Tilray may be deemed to be soliciting material relating to the proposed transaction.

In connection with the proposed transaction, Aphria will file a management information circular, and Tilray will file a proxy statement on Schedule 14A containing important information about the proposed transaction and related matters. Additionally, Aphria and Tilray will file other relevant materials in connection with the proposed transaction with the applicable securities regulatory authorities. Investors and security holders of Aphria and Tilray are urged to carefully read the entire management information circular and proxy statement (including any amendments or supplements to such documents), respectively, when such documents become available before making any voting decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The Aphria management information circular and the Tilray proxy statement will be mailed to the Aphria and Tilray shareholders, respectively, as well as be accessible on the SEDAR and EDGAR profiles of the respective companies.

Investors and security holders of Tilray will be able to obtain a free copy of the proxy statement, as well as other relevant filings containing information about Tilray and the proposed transaction, including materials that will be incorporated by reference into the proxy statement, without charge, at the SEC’s website (www.sec.gov) or from Tilray by contacting Tilray’s Investor Relations at (203) 682-8253, by email at Raphael.Gross@icrinc.com, or by going to Tilray’s Investor Relations page on its website at https://ir.tilray.com/investor-relations and clicking on the link titled “Financials.”

Participants in the Tilray Solicitation

Tilray and Aphria and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of Tilray proxies in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Tilray stockholders in connection with the proposed transaction will be set forth in the Tilray proxy statement for the proposed transaction when available. Other information regarding the participants in the Tilray proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, will be contained in such proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Copies of these documents may be obtained, free of charge, from the SEC or Tilray as described in the preceding paragraph.

For further information:

Media: Berrin Noorata, news@tilray.com

Investors: Raphael Gross, +1-203-682-8253, Raphael.Gross@icrinc.com

TILRAY, INC.

Consolidated Statements of Net Loss and Comprehensive Loss

(In thousands of United States dollars, except for share and per share data)

As stated in our Form-10K, share-based compensation expenses have been reclassified to their respective functional lines in the Consolidated Statements of Net Loss and Comprehensive loss. This was adjusted retrospectively for 2018, 2019 and 2020 and applied in the fourth quarter of 2020.

TILRAY, INC.

Consolidated Balance Sheets

(In thousands of United States dollars, except for share and par value data)

TILRAY, INC.

Other Financial Information

(In thousands of United States dollars)

TILRAY, INC.

Gross Margin

(In thousands of United States dollars, except for percentage data)

(i)

Dear Team Tilray:

Today, we reported our fourth quarter and full-year 2020 financial results – I couldn’t be more proud of every single person on our team. Though the challenges faced in 2020 were unprecedented, we performed at the top of our game. Together, we drove a 26% increase in annual revenue, strengthened our balance sheet, and established a focused and efficient cost structure that enabled us to become adjusted EBITDA positive ahead of schedule.

In short, we have made incredible progress bringing the Tilray vision to life and – in the process – improved lives through the power of cannabis and hemp. I want to emphasize that our success in this regard will continue (and even accelerate) when we complete the proposed combination with Aphria in the second quarter of this year but, today, I hope you join me in celebrating Tilray: where we’ve been and all that we’ve accomplished.

Pioneering the Future of Cannabis:

When we founded Tilray in 2014, we set out to lead, legitimize and define the future of our industry by being the world’s most trusted cannabis company. With that vision, we charted new territory in the industry, among our accomplishments:

Market Innovations

Operational Highlights

(i)

2020: A Year of Action and Accomplishment

In 2020, we capitalized on this strong foundation. While we were laser-focused on driving sales growth, we also took significant actions to position Tilray for future success against the backdrop of a challenging market and competitive conditions. While we all lived through it, I wanted to take this opportunity to recap what we accomplished together in our core markets in 2020.

We are also expanding our business across the E.U., with several important milestones in 2020 and early 2021:

Of course, these are just some of the highlights. We’ve also made meaningful progress integrating Manitoba Harvest, and our revenue from this business increased 28% (partly due to 12 months of operations in 2020 versus 10 months from our acquisition date in 2019). We also took significant action over the last 12 months to strengthen our balance sheet and our financial position. We concluded 2020 with cash and cash equivalents of approximately $189.7 million, representing an increase of $34.5 million from the end of the third quarter. This financial strength speaks to operational excellence across the board.

(i)

What Comes Next:

I hope you share my pride and sense of accomplishment in all the progress we’ve made as a company. And I hope you share my enthusiasm for the road ahead. Size, scale, and resources matter tremendously in industries like ours, where the market itself is evolving and maturing before our eyes. It is clear that companies with scale, market footprint, product range, and brand expertise will succeed. The new Tilray is positioned to be one that does.

Beyond that, profitability is the necessary underpinning of long-term growth. Aphria has generated positive adjusted EBITDA over the last seven quarters. As a combined business, we believe the new Tilray will be positioned to drive strong profitability.

The combined Company will have an incredible foundation to support the substantial growth we see ahead, including a portfolio of carefully curated and complementary brands in every major cannabis category as well as leading retail market share of approximately 17%, roughly 600 basis points higher than our next competitor. We will also have an unrivaled European platform to fully capitalize on the opportunity in the market and enhance our CPG presence and infrastructure in the U.S. and position the Company to have a commanding presence when THC is federally legalized.

Taking all of this together, ultimately, the new Tilray will continue pioneering and leading the market. I’m incredibly excited to join you on this journey as a member of the Board.

Enduring Thanks:

I want to thank each of you who has contributed to Tilray’s growth in its earliest days, in the past year, and in bringing to life this transformative transaction that will soon be complete.

Please expect to hear more from me soon as we move to and through the deal closing. In the meantime, I encourage you to access (and share with friends and family!) a fact sheet we have created [link] that attempts to capture the past six years’ milestones. If a picture says a thousand words, this document should remind you that – together – we’ve written volumes.

All my best,

Brendan

Additional Information and Where to Find It

In connection with the proposed transaction, Aphria will file a management information circular, and Tilray will file a proxy statement on Schedule 14A containing important information about the proposed transaction and related matters. Additionally, Aphria and Tilray will file other relevant materials in connection with the proposed transaction with the applicable securities regulatory authorities. Investors and security holders of Aphria and Tilray are urged to carefully read the entire management information circular and proxy statement (including any amendments or supplements to such documents), respectively, when such documents become available before making any voting decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the transaction. The Aphria management information circular and the Tilray proxy statement will be mailed to the Aphria and Tilray shareholders, respectively, as well as be accessible on the SEDAR and EDGAR profiles of the respective companies.

Investors and security holders of Tilray will be able to obtain a free copy of the proxy statement, as well as other relevant filings containing information about Tilray and the proposed transaction, including materials that will be incorporated by reference into the proxy statement, without charge, at the SEC’s website (www.sec.gov) or from Tilray by contacting Tilray’s Investor Relations at (203) 682-8253, by email at Raphael.Gross@icrinc.com, or by going to Tilray’s Investor Relations page on its website at https://ir.tilray.com/investor-relations and clicking on the link titled “Financials.”

Participants in the Solicitation

Tilray and Aphria and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of Tilray proxies in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Tilray stockholders in connection with the proposed transaction will be set forth in the Tilray proxy statement for the proposed transaction when available. Other information regarding the participants in the Tilray proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, will be contained in such proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Copies of these documents may be obtained, free of charge, from the SEC or Tilray as described in the preceding paragraph.

Notice Regarding Forward-Looking Statements

Certain information in this communication constitutes forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. The forward-looking statements are expressly qualified by this cautionary statement. Any information or statements that are contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements, including, but not limited to, statements in this communication with regards to Aphria’s and Tilray’s strategic business combination and the expected terms, timing and closing of the combination, estimates of pro-forma financial information of the combined Company, estimates of future cost reductions, synergies including pre-tax synergies, savings and efficiencies and value for stockholders. Aphria and Tilray use words such as “forecast”, “future”, “should”, “could”, “enable”, “potential”, “contemplate”, “believe”, “anticipate”, “estimate”, “plan”, “expect”, “intend”, “may”, “project”, “will”, “would” and the negative of these terms or similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Various assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements reflect current beliefs of management of Aphria and Tilray with respect to future events and are based on information currently available to each respective management including based on reasonable assumptions, estimates, internal and external analysis and opinions of management of Aphria and Tilray considering their experience, perception of trends, current conditions and expected developments as well as other factors that each respective management believes to be relevant as at the date such statements are made. Forward-looking statements involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward-looking statements. Factors that may cause such differences include, but are not limited to, risks assumptions and expectations described in Aphria’s and Tilray’s critical accounting policies and estimates; the adoption and impact of certain accounting pronouncements; Aphria’s and Tilray’s future financial and operating performance; the competitive and business strategies of Aphria and Tilray ; the intention to grow the business, operations and potential activities of Aphria and Tilray; the ability of Aphria and Tilray to complete the transaction; Aphria’s and Tilray’s ability to provide a return on investment; Aphria’s and Tilray’s ability to maintain a strong financial position and manage costs, the ability of Aphria and Tilray to maximize the utilization of their existing assets and investments and that the completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Arrangement Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the transaction. For a more detailed discussion of risks and other factors, see the most recently filed annual information form of Aphria and the annual report filed on form 10-K of Tilray made with applicable securities regulatory authorities and available on SEDAR and EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and neither Aphria nor Tilray undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.