The Hostile Bid For Aphria Is A Holiday Gift For Shareholders

The hostile bid for Aphria Inc. (APHA) by Green Growth Brands Ltd., also known as Xanthic Biopharma Inc. (CSE: GGB) caused the stock to finally move higher rising over 12% to trade at $6.26 after a month of heavy selling. Aphria has faced a storm of negative attacks by the short seller Hindenburg Investment Research (HIR)  which questioned the company’s Latin American investments.

When HIR issued a report detailing the issues it had with Aphria’s investments as a justification to short the stock, the stock fell. This is a typical move by short sellers. They issue a highly negative report on the company it has shorted and if it gets some attention and the stock falls then the goal is accomplished. Supporters of Aphria fought back refuting parts of the report, but the stock continued to slide as wary shareholders decided it was best to sell. Aphria said it was also going to address HIR’s report in detail, but so far it hasn’t.

Aphria said in a statement, “The (HIR) report makes reference to the Company’s LATAM acquisition which closed on September 27, 2018. In connection with this transaction, the Board of Directors of Aphria confirmed that it received financial advice and a fairness opinion from a reputable firm that the consideration to be offered by Aphria in respect of the transaction was fair, from a financial point of view to Aphria and its shareholders.”

The company went on to add, “Investors should exercise caution in relying on the misrepresentations and distortions contained in the report and recognize that, by their own admission, Hindenburg Research “…stands to realize significant gains in the event that the price of any stock covered herein declines.”

On Thursday after the market close, Green Growth announced it would an acquisition that would “Provide 1.5714 common shares of Green Growth representing premiums of 45.5% over Aphria’s closing price on the Toronto Stock Exchange on December 24, 2018, and 46.0% over Aphria’s volume weighted average price on the TSX for the last 10 trading days ended December 24, 2018.  The offer values Aphria at approximately C$2.8 billion (US$2.1 billion) based on a valuation of C$7.00 per share for Green Growth Shares.” It didn’t take long for the market to point out that Green Growth’s shares were trading at C$7 and even though the share price did rise on Friday, it only went to C$5.11.

Aphria addressed this in its statement saying, “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.”

Irwin Simon, the new Chair, said, “While we appreciate GGB’s interest in the value we have created at Aphria and our significant growth prospects, their proposal falls short of rewarding our shareholders for participating in such a transaction.  Further, the proposed offer is quite risky given GGB’s condition to complete a brokered financing at a price that is more than double the recent average of their share price, as a key term to the proposal.”

It’s worth noting that Simon has just replaced the CEO Vic Neufeld as Chair as of December 27, right after the bid was made public. Aphria issued a press release removing Neufeld from his role as Chairman but retaining him as CEO. He will also remain on the board as a Director. Neufeld has been identified by HIR as part of the problems at Aphria.

Simon added, “The Board has determined that the GGB proposal, as it currently stands, significantly undervalues the company.  Aphria has a tremendous market opportunity as a leader in the sector and a strategic vision to meet those opportunities.  Our focus is to realize that value for the benefit of all our shareholders.”

The deal has been criticized by HIR, which was expected since it caused the stock to go higher, which is exactly what HIR doesn’t want to happen. However, other cannabis industry investors have criticized the deal as well. Most point to the wished for valuation of C$7 for GGB shares. The deal has been characterized as “hostile,” but it is hardly hostile if the two companies share executives on advisory boards and have shared investors.

Whether the two companies combine or not will be up to the remaining shareholders. Green Growth’s CEO Peter Horvath says he has 10% of the support of Aphria’s shareholders. If this was just a publicity stunt (as some believe) to gin up both company’s stock prices, it worked.

 

 

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