Less than a month after announcing a hostile takeover bid for Canada’s Aphria Inc. (NYSE: APHA) that went nowhere with Aphria’s board, U.S.-based Green Growth Brands is taking the same offer to Aphria shareholders. On Tuesday, Green Growth filed a prospectus statement with the U.S. Securities and Exchange Commission (SEC) offering 1.5714 shares of Green Growth stock for each share of Aphria, which ranked seventh on our list of 2018’s largest marijuana-related companies.
The offer is substantially the same as the December bid that Aphria’s board rejected in late December. In a press release issued Tuesday, Aphria advised shareholders to take no action on the offer until the board makes a recommendation. The tender offer begins January 23 and ends at 5:00 p.m. Toronto time on May 9.
There is no reason to think that a second recommendation will be any different from the first. Green Growth’s December offer was judged significantly to undervalue Aphria “relative to its current and future value.” Aphria also notes that the offer reflects a discount of 23% on its volume-weighted average share price in the 20-day period prior to the date of Green Growth’s original offer.
Green Growth reckons that its offer reflects a value of $9.41 per share and represents a premium of 24.5% over Aphria’s closing price of $7.56 on December 24, the last trading day before Green Growth announced its takeover bid. At the time of its offer, Green Growth said it was valued at a premium of 46% to Aphria’s share price on the Toronto exchange for the 10 trading days prior to December 24.
The difference between the two calculations turns on when the count begins. According to Aphria, the 20-day period begins with a price of $8.83 a share and ends at $5.55. By Green Growth’s math, the 10-day period begins with a share price of $5.61 and does not include heavy volume trading days following a major drop in Aphria’s share price.
Since December 27, Aphria’s stock has risen by about 27% to close at $7.08 on Tuesday. Shares traded down about 1.8% Wednesday morning, at $6.95 in a post-IPO range of $3.75 to $16.86.
Green Growth shares, which trade over the counter in the United States, closed at about $4.48 Tuesday.