World Markets

Aphria Says Green Growth Brands Proposal Significantly Undervalues Company

( - Responding to unsolicited proposal by Green Growth Brands Ltd. to acquire all of the Company's outstanding common shares in an all-stock transaction, Aphria Inc. ( APHA ) said its board determined that the Green Growth Brands proposal significantly undervalues the company.

Aphria noted that its board has established an independent committee of directors to consider this proposal and any formal offer received. As previously disclosed, Aphria holds a passive investment in Green Acre Capital Fund II, which we understand has invested in numerous emerging cannabis companies, including GGB.

Green Growth Brands said, "Based on the 20-day volume weighted average price of Green Growth Brands or GGB shares and the expressed exchange ratio of 1.5714 common shares of GGB for each Aphria share, the proposed bid would be approximately 23% below the Company's average share price over the same period. Aphria shareholders should be aware that the value of GGB's per-share offer is based on a hypothetical valuation of its own shares, with no relation to the current price."

Green Growth Brands noted that its management presented the offer to Aphria the morning of December 27, 2018, and immediately went public with its proposal, less than six hours later and after the market closed on the same day. The Board believes that GGB is attempting to acquire the company through a highly conditional offer at a significant discount to its current and future value.

Previously, Green Growth Brands Ltd. said that it intendedto make an offer to purchase all of the issued and outstanding common shares of Aphria Inc. ( APHA ) which it does not already own. The Offer values Aphria at approximately C$2.8 billion or US$2.1 billion based on a valuation of C$7.00 per share for Green Growth Shares.

Green Growth Brands noted that the Offer will provide Aphria shareholders with 1.5714 common shares of Green Growth for each Aphria Share and represents premiums of 45.5% over Aphria's closing price on the Toronto Stock Exchange on December 24, 2018.

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