Tilray, Inc. acquires FHF Holdings Ltd. for $419M

On February 28, 2019, Tilray, Inc. (“Tilray”), a global leader in cannabis research, cultivation, production and distribution, acquired through a subsidiary all of the issued and outstanding securities of FHF Holdings Ltd. (doing business as “Manitoba Harvest”) from Compass Group Diversified Holdings, LLC (“Compass”) and other shareholders of Manitoba Harvest, by way of a plan of arrangement pursuant to the Business Corporation Act (British Columbia). 

Tilray acquired Manitoba Harvest for a total consideration of up to $419-million payable as follows: $277.5 million at closing, $92.5-million six months after closing and $49-million upon the achievement of certain performance milestones in 2019, such amount to be reduced to the extent that some or all of the milestones are not achieved. 

Tilray was represented in Canada by Blake, Cassels & Graydon LLP, with a team led by Kathleen Keilty and including Troy Lehman (Corporate/M&A), Evan Griffith, Trevor Simpson, Christina Huber and Paul Heller (Securities/M&A), Navin Joneja and Jim Robson (Competition), Laura Weinrib (Regulatory), Celine Poitras (IP), Kevin Zimka (Tax), Samantha Rossman (Financial Services), Sean Boyle (Litigation), and Eleni Kassaris (Employment). Cooley LLP acted as the company’s US legal counsel with a team including Alan Hambelton, John Robertson and Julia Stark. 

Compass and the other shareholders of Manitoba Harvest were represented in-house by Carrie W. Ryan, and by Stikeman Elliott LLP with a team including Warren Silversmith, Barbara Sheng, Jordan Dawson and Chelsea Pellegrino (Corporate/M&A), Aniko Pelland and Luke Sinclair (Securities/M&A), Frank Mathieu and Nathaniel Lacasse (Tax), David Brown and Joe Ensom (Litigation), Anisha Visvanatha (Regulatory) and Jonathan Auerbach (IP).

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