Tilray Q3 revenue $145.6M, adj EBITDA $14M; acquires HEXO for ~$56M in stock

Tilray Brands, Inc.

Net revenue $145.6M (+1.0% QoQ); adjusted gross margin 30% (vs 26% YoY).
Adjusted EBITDA $14.0M, 16th consecutive positive quarter; reiterates FY2023 EBITDA guidance $60-66M.
Acquires all HEXO shares at 0.4352 TLRY per HEXO share, total ~$56M; expected close June 2023.
HEXO acquisition projected to give Tilray ~12.9% pro-forma Canadian market share and ~$215M pro-forma net sales.
Cash and marketable securities $408.3M; non-cash $1.1B asset impairment from higher rates and market cap decline.

item 1.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Tilray Brands, Inc. entered into Arrangement Agreement with HEXO Corp. (effective 2023-04-10).

Action: entry
Agreement: merger
Counterparty: HEXO Corp.
Effective: 2023-04-10

Exact text from the filing

On April 10, 2023, Tilray Brands, Inc. (the “ Company ” or “ Tilray ”) entered into an arrangement agreement (the “ Arrangement Agreement ”) with HEXO Corp. (“ HEXO ”) to acquire all of the outstanding common shares of HEXO

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Tilray Brands, Inc. entered into Letter Agreement with HEXO Corp. valued at approximately $18.5 million (effective 2023-04-10).

Action: entry
Counterparty: HEXO Corp.
Value: approximately $18.5 million
Effective: 2023-04-10

Exact text from the filing

Tilray and HEXO also entered into a letter agreement (the “ Letter Agreement ”) that requires HEXO to pay Tilray an aggregate amount of approximately $18.5 million as an amendment fee and in satisfaction of certain fees and amounts owing by HEXO to Tilray.

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Tilray Brands, Inc. filing history →

Source: SEC EDGAR

accession 0001437749-23-009862

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