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Compass Diversified To Sell Manitoba Harvest To Tilray For Up To C$419 Mln

Compass Diversified Holdings (CODI) agreed Wednesday to sell its majority owned subsidiary, FHF Holdings Ltd. or Manitoba Harvest, to Tilray Inc. (TLRY) for an aggregate sales price of up to C$419 million. Tilray is a global leader in cannabis research, cultivation, production, and distribution.

The transaction, which is subject to customary terms and conditions and court approval, is expected to close within the next 30 days. The transaction will be completed by plan of arrangement under the Business Corporations Act of British Columbia.

Compass Diversified expects to realize a sizable gain on the sale and intends to use the net proceeds to repay outstanding debt under the Company's revolving credit facility and strengthen its balance sheet.

Under the terms of the Agreement, shareholders of Manitoba Harvest, including Compass, will receive up to C$419 million, of which C$277.5 million is payable at closing, comprised of C$150 million in cash and C$127.5 million in Tilray Shares.

Six months after closing, Manitoba Harvest shareholders, including Compass, will receive C$92.5 million, comprised of C$50 million in cash and C$42.5 million in Tilray Shares.

Manitoba Harvest shareholders, including Compass, will receive an additional C$49 million in Tilray Shares upon Manitoba Harvest achieving certain performance milestones in 2019, such amount to be reduced to the extent that some or all of the milestones are not achieved. The transaction will be subject to normal post-closing adjustments.

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