Think it’s tied in to the accelerated expiry date and a deal to work together. This is from the 4/16 SC14D
1F/A filing.
On March 4, 2019, Competition Act approval was obtained in respect of the Offer.Since the filing of the Original Offer to Purchase and Circular, GGB and Aphria have engaged in a number of discussions to determine if a friendly acquisition transaction could be agreed to between the parties. These discussions were not successful and no agreement resulted. However, following from such discussions, GGB and Aphria determined that, in lieu of proceeding with the Offer for an extended period of time, it is in each of their respective best interest to proceed with an alternative transaction (the “ Alternative Transaction ”). The Alternative Transaction consists of the following three principal components, which are conditional on each other: (a) the acceleration of the expiry of the Offer; (b) the termination of the option and the promissory note (the “ Option ”) of GA Opportunities Corp. (“ GAOC ”) in favour of Aphria and the concurrent repurchase for cancellation by GGB of 27,300,000 GGB Shares held by GAOC (the “ Share Repurchase ”); and (c) the agreement of GGB and Aphria to, within three months of the completion of the Share Repurchase, enter into good faith negotiations to conclude a commercial arrangement involving matters related to research and development, licensing and/or distribution (the “ Commercial Arrangement ”).
In connection with the termination of the Option and Share Repurchase, it is anticipated that: (i) GGB will provide GAOC with $89.0 million in consideration, payable through a combination of a cash payment of $50.0 million and delivery of a secured promissory note with a face value of $39.0 million (the “ GGB Promissory Note ”); and (ii) GAOC will provide Aphria with $50.0 million in cash consideration and would deliver a promissory note to Aphria with a face value of $39.0 million payable promptly following the payment under the GGB Promissory Note. GGB currently intends to fund the Share Repurchase through a combination of the issuance of the GGB Promissory Note, the sale of the 3,000,000 Aphria Shares it beneficially owns (to be completed once the GGB Offer has expired) and the exercise of certain previously issued warrants.
