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Tilray enters definitive agreement to acquire largest shareholder

Tilray Inc. has entered a definitive agreement to acquire its largest stockholder, Privateer Holdings Inc., in a stock-for-stock transaction.

Seattle-based Privateer, which helped launch Tilray before its IPO in 2018, holds 75 million shares, representing about 77% of the Canadian cannabis company. It will exchange those shares for an equal number of stock of a Tilray subsidiary, putting into effect a downstream merger with the business.

Privateer has no material assets left other than the Tilray shares after the firm gave up ownership of three other subsidiaries unrelated to the company.

Tilray may decide to pay a portion of the merger consideration in cash and intends to complete the transaction as soon as possible, it said. Tilray CFO Mark Castaneda said the transaction will give the company greater control and operating flexibility while allowing for effective management of its listed shares.

The closing of the deal is subject to satisfaction of closing conditions, including the approval by the stockholders of Privateer and Tilray.