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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/06/19 Aphria Inc. SC14D9F 4:2.6M Aphria Inc. CNW Group Ltd/FA |
Document/Exhibit Description Pages Size
1: SC14D9F Tender-Offer Solicitation/Recommendation Statement HTML 14K
- Preliminary Communication - Foreign
2: EX-1.1 Underwriting Agreement HTML 281K
3: EX-1.2 Underwriting Agreement HTML 14K
4: EX-1.3 Underwriting Agreement HTML 27K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9F
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULES 14d-1(b) AND 14e-2(c) THEREUNDER
APHRIA INC.
(Name of Subject Company)
Ontario, Canada
(Jurisdiction of Subject Company’s Incorporation or Organization)
Aphria Inc.
(Name of Persons Filing Statement)
Common Shares
(Title of Class of Securities)
03765K104
(CUSIP Number of Class of Securities)
Chief Financial Officer
265 Talbot St. W.
Leamington, Ontario N8H 4H3
Canada
(844)427-4742
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
Copy to:
Jonathan A. Van Horn
Dorsey & Whitney LLP
50 S. Sixth Street, Suite 1500
USA
(612) 492-6134
C:
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
Item 1. Home Jurisdiction Documents
The full text of the Directors’ Circular of Aphria Inc., dated February 5, 2019 (the “Directors’ Circular”), is attached hereto as Exhibit 1.1, and is incorporated herein by reference.
Item 2. Informational Legends
See “Notice to Shareholders in the United States” on the cover page of the Directors’ Circular.
C:
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
News release, dated January 23, 2019
News release, dated February 6, 2019
C:
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking
Aphria Inc. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to this Schedule or to transactions in said securities.
Item 2. Consent to Service of Process
At the time of filing of this Schedule, Aphria Inc. has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
Any change to the name or address of the registrant’s agent for service shall be communicated promptly to the Commission by Amendment to Form F-X referencing the file number of the registrant.
C:
PART IV
SIGNATURES
By signing this Schedule, the persons signing consent without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with filing on this Schedule 14D–9F or any purchases or sales of any security in connection therewith, may be commenced against them in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon the registrant’s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2019
| APHRIA INC. | ||
| By: | /s/ Carl Merton | |
| Name: | Carl Merton | |
| Title: | Chief Financial Officer | |
C:
| Exhibit | Description | |
| 1.1 | Directors’ Circular of Aphria Inc., dated February 5, 2019 | |
| 1.2 | News release, dated January 23, 2019 | |
| 1.3 | News release, dated February 6, 2019 |
C:
| This ‘SC14D9F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/6/19 | 6-K | ||
| 2/5/19 | ||||
| 1/23/19 | 425, 6-K, SC14D1F, SC14D1F/A | |||
| List all Filings | ||||