Tilray, Inc. (NasdaqGS:TLRY) entered into a definitive agreement to acquire Fresh Hemp Foods Ltd. from Compass Group Diversified Holdings LLC and others for approximately CAD 410 million on February 19, 2019. Tilray will acquire Fresh Hemp Foods on a cash and debt-free basis, for an aggregate purchase price, including cash and class 2 common stock in the capital of Tilray, of up to CAD 419 million. Tilray will pay CAD 277.5 million at closing, comprised of CAD 150 million in cash to be paid to the holders of preferred shares and holders of common shares of Fresh Hemp Foods and will issue 1.21 million shares of Class 2 common stock on closing. Six months after closing, Tilray will pay CAD 92.5 million, comprised of CAD 50 million in cash and CAD 42.5 million in Tilray shares. Tilray will issue an additional CAD 49 million in Tilray shares based on Fresh Hemp Foods achieving certain performance milestones in 2019, such amount to be reduced to the extent that some or all of the milestones are not achieved and if Tilray is restricted, delayed or prohibited from issuing any Common Stock in connection with the arrangement, or if the issue price of the Common Stock is less than $56.37, any amount of the Consideration payable in Common Stock may be paid in an equivalent amount of cash. The milestone consideration is dependent on attainment of certain levels of US branded gross sales of edible or tropical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The transaction will be subject to normal post-closing adjustments. Upon completion of the acquisition, Fresh Hemp Foods will operate as a wholly-owned subsidiary of Tilray. The closing of the transaction is subject to court approval, Governmental approvals, third party consents, approval of Board of Directors of Compass Group Diversified Holdings LLC, no outstanding company options at closing and other customary terms and conditions. The deal has been unanimously approved by the persons that are shareholders of Compass Group Diversified Holdings LLC. The transaction is expected to close within the next 30 days. Compass Diversified Holdings intends to use the net proceeds to repay outstanding debt under it's revolving credit facility. Kathleen Keilty, Troy Lehman, Evan Griffith, Trevor Simpson, Christina Huber, Paul Heller, Navin Joneja, Jim Robson, Laura Weinrib, Celine Poitras, Kevin Zimka, Samantha Rossman, Sean Boyle and Eleni Kassaris of Blake, Cassels & Graydon LLP and Alan Hambelton, John Robertson and Julia Stark of Cooley LLP acted as legal advisors to Tilray. Cowen acted as fairness opinion provider to Tilray's Board of Directors in connection with the transaction. Warren Silversmith, Barbara Sheng, Jordan Dawson and Chelsea Pellegrino, Aniko Pelland and Luke Sinclair, Frank Mathieu, Nathaniel Lacasse, David Brown, Joe Ensom, Anisha Visvanatha and Jonathan Auerbach of Stikeman Elliott LLP acted as legal advisors to Compass Group Diversified Holdings. Jefferies LLC acted as financial advisor to Compass Diversified Holdings.