Grabar Law Office has filed an action Pursuant To 8 DEL. C. § 220 to enforce shareholder statutory rights to inspect certain books and records of Tilray, Inc. regarding the fairness of a proposed merger to its shareholders.
As alleged in the Complaint, On September 9, 2019, the Board of Directors (the “Board”) of Tilray caused the Company to enter into an agreement and plan of merger and reorganization (the “Merger Agreement”), pursuant to which Down River Merger Sub, LLC (“Merger Sub”) will merge with and into Privateer Holdings, Inc. (“Privateer”), resulting in Privateer becoming a wholly-owned subsidiary of Tilray (the “Proposed Transaction”). Pursuant to the terms of the Merger Agreement, Tilray will issue up to 75,000,000 shares of Tilray common stock to the former shareholders of Privateer.
On November 8, 2019, Tilray filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission (“SEC”), which sought stockholder approval of, among other things, the Proposed Transaction (the “Registration Statement”).
Plaintiff seeks to inspect books and records of Tilray in connection with the Proposed Transaction to: (i) investigate potential wrongdoing, mismanagement, and breaches of fiduciary duties by the members of the Board, the Company’s executive officers, and/or others; (ii) take appropriate action in the event the members of the Board did not properly discharge their fiduciary duties, including the preparation and filing of a stockholder lawsuit, if appropriate; and (iii) value the shares of Tilray to determine whether to vote for or against the Proposed Transaction.
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