Aphria Says Buyout Proposal from Green Growth Brands “Falls Short”

Leamington, ON — December 28, 2018 — /D.M.O. Newswire/ — Aphria Inc. (“Aphria” or the “Company”) (TSX:APHA) (NYSE:APHA) at present responds to the unsolicited proposal by Xanthic Biopharma Inc. d.b.a. Green Growth Brands Ltd. (CSE:GGB) (“GGB”) to accumulate the entire Company’s excellent frequent shares in an all-stock transaction.

Based on the 20-day quantity weighted common worth of GGB shares and the expressed trade ratio of 1.5714 frequent shares of GGB for every Aphria share, the proposed bid can be roughly 23% under the Company’s common share worth over the identical interval. Aphria shareholders needs to be conscious that the worth of GGB’s per-share provide relies on a hypothetical valuation of its personal shares, with no relation to the present worth.

GGB’s administration offered the provide to Aphria the morning of December 27, 2018, and instantly went public with its proposal, lower than six hours later and after the market closed on the identical day.  The Board believes that GGB is making an attempt to accumulate the corporate by way of a extremely conditional provide at a big low cost to its present and future worth.

Irwin Simon, Chair, mentioned, “While we appreciate GGB’s interest in the value we have created at Aphria and our significant growth prospects, their proposal falls short of rewarding our shareholders for participating in such a transaction.  Further, the proposed offer is quite risky given GGB’s condition to complete a brokered financing at a price that is more than double the recent average of their share price, as a key term to the proposal.”

Added Simon, “The Board has determined that the GGB proposal, as it currently stands, significantly undervalues the company.  Aphria has a tremendous market opportunity as a leader in the sector and a strategic vision to meet those opportunities.  Our focus is to realize that value for the benefit of all our shareholders.”

The Aphria Board of Directors has established an unbiased committee of administrators to think about this proposal and any formal provide obtained.  As beforehand disclosed, Aphria holds a passive funding in Green Acre Capital Fund II, which we perceive has invested in quite a few rising hashish corporations, together with GGB.  The unbiased committee is comprised of administrators with no relationship to Green Acre Capital Fund II or GGB.  Aphria will proceed on the execution of its present company technique, together with its worldwide enlargement plan, and the expansion of its distinctive property.

For extra data, go to: aphria.ca

ADDITIONAL INFORMATION AND WHERE TO FIND IT: The tender provide described on this communication (the “Offer”) has not but commenced, and this communication is neither a suggestion to buy nor a solicitation of a suggestion to promote any frequent shares of the Company or another securities. On the graduation date of the Offer, a young provide assertion on Schedule TO, together with a suggestion to buy, a letter of transmittal and associated paperwork, will probably be filed with the SEC by Xanthic Biopharma Inc., and a Solicitation/Recommendation Statement on Schedule 14D-9 will probably be filed with the SEC by the Company. The provide to buy the Company’s frequent shares will solely be made pursuant to the provide to buy, the letter of transmittal and associated paperwork filed as part of the Schedule TO. Investors and safety holders are urged to learn each the tender provide assertion and the solicitation/advice assertion concerning the provide, as they could be amended from time to time, once they turn into obtainable as a result of they’ll include necessary data. Investors and safety holders might receive a free copy of those statements (when obtainable) and different paperwork filed with the SEC on the web site maintained by the SEC at www.sec.gov or on the Company’s web site at www.aphria.ca.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain data on this information launch constitutes forward-looking statements underneath relevant securities legal guidelines. Any statements which can be contained on this information launch that aren’t statements of historic reality could also be deemed to be forward-looking statements. Forward trying statements are sometimes recognized by phrases resembling “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the unfavourable of those phrases and related expressions. Forward-looking statements on this information launch embody, however aren’t restricted to, statements with respect to inside expectations, estimated margins, expectations with respect to precise manufacturing volumes, expectations for future rising capability and prices, the completion of any capital venture or expansions, and expectations with respect to future manufacturing prices. Forward-looking statements essentially contain identified and unknown dangers, together with, with out limitation, dangers related to basic financial circumstances; hostile business occasions; advertising prices; loss of markets; future legislative and regulatory developments involving hashish; lack of ability to entry adequate capital from inside and exterior sources, and/or lack of ability to entry adequate capital on beneficial phrases; the hashish business in Canada typically, revenue tax and regulatory issues; the power of Aphria to implement its enterprise methods; competitors; crop failure; forex and rate of interest fluctuations and different dangers.

Readers are cautioned that the foregoing listing shouldn’t be exhaustive. Readers are additional cautioned to not place undue reliance on forward-looking statements as there could be no assurance that the plans, intentions or expectations upon which they’re positioned will happen. Such data, though thought-about cheap by administration on the time of preparation, might show to be incorrect and precise outcomes might differ materially from these anticipated.

The forward-looking statements included on this information launch are made as of the date of this information launch and the Company doesn’t undertake an obligation to publicly replace such forward-looking statements to mirror new data, subsequent occasions or in any other case until required by relevant securities legal guidelines.

Forward-looking statements contained on this information launch are expressly certified by this cautionary assertion.