Tilray Brands Completes Accretive Acquisition of HEXO Corp

Creates Canada’s Largest Cannabis Company by Revenue and Increases Tilray’s #1 Leading Cannabis Share by 44% with ~13% Pro Forma Market Share        

Accelerates Realization of Operating and Cost Synergies in Excess of US$27 Million

Solidifies Tilray’s Position as the Leader in Cannabis Operations, Brands and Innovation in the World’s Largest Federally Legal Cannabis Market and Strengthens Value Creation for Shareholders and Consumers

LEAMINGTON, Ontario, June 22, 2023 (GLOBE NEWSWIRE) — Tilray Brands, Inc. (“Tilray Brands”, “Tilray” or the “Company”) (Nasdaq | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today announced the completion of its previously announced acquisition of HEXO Corp.(“HEXO”), (Nasdaq | TSX: HEXO) by way of plan of arrangement (the “Arrangement”)‎.

The HEXO acquisition provides several key strategic benefits, including:

  • Creates Largest Canadian Cannabis LP by Revenue1, Strengthening Tilray’s #1 Market Share Position. Tilray expands its leading cannabis market share position in Canada with pro-forma cannabis market share increasing by 467 basis points to ~13% for the quarter ended May 31, 2023, including the #1 position in almost all markets.

    From a category perspective, Tilray becomes #1 in Flower (40% market share with an extensive combined genetics library to fuel product innovation and growth), Oils, and Concentrates, and #2 in Pre-Rolls (29% market share), #4 in Vape, and Top 10 in all other categories.
  • Establishes Unrivaled Portfolio of High-Growth Brands. Tilray amplifies its market-leading offering and substantially expands its base of consumers and patients with a portfolio consisting of the highest growth consumer and medical brands in the Canadian cannabis market across the premium, mainstream, and value segments. 

    Tilray’s newly combined brand portfolio now includes Canada’s top-selling brands such as Good Supply, RIFF, Broken Coast, Solei, Canaca, HEXO, Redecan, Original Stash, and Bake Sale, among others.
  • Enhances Tilray’s Position in Growing Premium Pre-Roll Segment. HEXO’s state-of-the-art production process provides significant opportunities for Tilrayto meet growing consumer demand for premium pre-roll and cone-style cannabis products, representing a significant margin opportunity in a category which is expected to surpass flower on a revenue basis.
  • Fortifies Commercial Network Through Collective Sales, Marketing and Distribution Force. Tilray and HEXO will optimize their sales, marketing, and distribution networks to strengthen Tilray’s commercial footprint and hasten market share growth.
  • Enables Accelerated Cost Savings and Earnings Growth. With this acquisition, Tilray expects to achieve additional cost savings in excess of US$27M on an annualized pre-tax basis, driven by synergies across production, sales, marketing, distribution, and corporate savings, with potential incremental upside resulting from consolidating packaging, procurement, freight, and logistics. This work builds on Tilray’s substantial progress optimizing its operations including improving distribution capabilities while also achieving significant reductions in costs related to transportation, waste, and other factors, and growing cannabis potencies to 25% on average.
  • Scaled Platform Empowers Tilray to Stay Ahead in Rapidly Consolidating Market. The combined organization is expected to result in increased economies of scale to succeed in today’s increasingly competitive and rapidly consolidating cannabis market.

Irwin D. Simon, Tilray Brands’ Chairman and CEO, said, “Acquiring HEXO boosts Tilray’s competitive positioning in the largest, federally legalized cannabis market in the world and, we believe, marks the next evolution of Canadian cannabis. Having already established ourselves as the clear leader in Canada through an unparalleled portfolio of consumer and medical brands, continuous product innovation, and the lowest-cost production as well as industry-leading extraction capabilities, this transaction affirms and builds on our enviable standing by bringing HEXO’s leading cannabis brands into our state-of-the-art operations. Together, we expect to deliver revenue growth, margin contribution, and value creation for shareholders.”

Blair MacNeil, President, Tilray Canada, added, “We are relentlessly focused on growing market share strategically and winning in Canada and will leverage this acquisition to substantially expand our consumer base, serve new segments and additional occasions. To best take advantage of this opportunity, we are revamping our sales approach to drive education and awareness as we integrate HEXO’s production to generate even greater value from our leading operational processes. Taken together, we intend to capitalize on the commercial and financial benefits that are inherent in combining HEXO with Tilray. These include accelerating the optimization of our operations, sales, and marketing efforts that are already underway. We look forward to our future with great excitement.”

Effective on closing, Tilray’s Canadian leadership team, led by Blair MacNeil, President, Tilray Canada, and Carl Merton, Chief Financial Officer, Tilray Brands, Inc., will provide a strong foundation for the combined Company to accelerate growth and capitalize on the strategic financial, operational, and commercial benefits.

Advisors

Canaccord acted as financial advisor, and DLA Piper acted as external legal counsel to Tilray Brands.

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