v3.26.3
Note 7 - Business Acquisitions
 3 Months Ended
Aug. 31, 2026
Notes to Financial Statements  
Business Combination [Text Block]

Note 7. Business acquisitions

 

Acquisition of BrewDog

 

BrewDog UK I

 

On  March 2, 2026, Tilray Brands UK Ltd (“Tilray UK”), a wholly-owned subsidiary of the Company, entered into a Business and Asset Sale Agreement (the “BrewDog BASA”) pursuant to which Tilray UK acquired certain business operations and assets of BrewDog plc and certain of its subsidiaries (collectively, the “BrewDog Group”) through a pre-packaged administration process in Scotland under the Insolvency Act 1986, with the intent for Tilray UK to carry on the acquired business operations and assets as a going concern (the “BrewDog Acquisition”). The assets acquired included the brewery and distillery located in Ellon, Aberdeenshire, Scotland (the “UK Brewery”), the on-line business, the retail business, 11 of the BrewDog strategic pubs in Scotland, England and Ireland and all the world-wide intellectual property rights relating to the BrewDog brand, including sub-brands such as Punk IPA, Hazy Jane, Wingman, Elvis Juice and Dead Pony Club. The purpose of the acquisition is to broaden Tilray’s beverage brand strategy into international markets. In consideration for the BrewDog Acquisition, the Company paid a total purchase price of £33,000 ($44,220), paid in cash at completion. 

 

BrewDog Australia

 

On  March 9, 2026, Tilray Australia New Zealand Pty Ltd,  a wholly-owned subsidiary of the Company, acquired BrewDog Brewing Australia Pty Ltd., which included BrewDog’s brewery and two hospitality venues in Australia. The purpose of the acquisition is to continue broadening Tilray’s beverage brand strategy into international markets. In consideration for the acquisition, the Company paid nominal consideration. 

 

BrewDog UK II

 

On  March 23, 2026, Tilray UK acquired five additional BrewDog pubs in Scotland and England. The purpose of the acquisition is to broaden Tilray’s beverage brand strategy into international markets. The Company paid a total purchase price of £418 ($560), paid in cash at completion.

 

BrewDog U.S.

 

On  March 16, 2026, Tilray BrewDog U.S., Inc., a wholly-owned subsidiary of the Company, entered into an asset purchase agreement to acquire certain strategic BrewDog assets in the U.S., including a brewery, pub, and hotel in Columbus, Ohio, as well as pubs located in New Albany, Ohio, Cleveland, Ohio, and Las Vegas, Nevada (the “BrewDog U.S. Acquired Assets”). The Company obtained control of the BrewDog U.S. Acquired Assets and assumed certain liabilities, commencing on  April 1, 2026, which represents the acquisition date for accounting purposes under ASC 805, notwithstanding certain regulatory approvals that remained pending as of that date. The purpose of the acquisition is to broaden Tilray’s beverage brand strategy. In consideration for the acquisition, the Company paid a total purchase price of $9,293 for the BrewDog’s U.S. Acquired Assets, subject to customary post‑closing adjustments.

 

In connection with the BrewDog Acquisition and the acquisitions of BrewDog Australia, BrewDog UK II and BrewDog U.S. (collectively, the “Global BrewDog Acquisitions”), the Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value  may be subject to adjustments pending completion of final valuations and post-closing adjustments. The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed for the Global BrewDog Acquisitions as of the effective acquisition dates as follows:

 

  

BrewDog UK I

  

BrewDog AUS

  

BrewDog UK II

  

BrewDog US

  

Total

 
  

March 2,

  

March 9,

  

March 23,

  

April 1,

     
  

2026

  

2026

  

2026

  

2026

     

Consideration

                    

Cash consideration

 $44,220  $—  $560  $9,293  $54,073 

Net assets acquired

                    

Current assets

                    

Cash and cash equivalents

  159   392   —   19   570 

Accounts receivable

  336   797   —   —   1,133 

Inventory

  16,173   604   —   2,098   18,875 

Prepaids and other current assets

  159   322   —   —   481 

Long-term assets

                    

Capital assets

  60,664   2,769   1,738   7,176   72,347 

Finance lease, right-of-use assets

  44,640   17,318   —   17,881   79,839 

Operating lease, right-of-use assets

  16,713   —   5,213   3,697   25,623 

Intangible assets

  10,762   —   —   —   10,762 

Total assets

  149,606   22,202   6,951   30,871   209,630 

Current liabilities

                    

Accounts payable and accrued liabilities

  44,033   4,885   1,177   —   50,095 

Current portion of finance lease liabilities

  2,827   72   —   466   3,365 

Current portion of operating lease liabilities

  2,088   —   459   299   2,846 

Long - term liabilities

                    

Finance lease liabilities

  41,813   17,245   —   17,415   76,473 

Operating lease liabilities

  14,625   —   4,755   3,398   22,778 

Total liabilities

  105,386   22,202   6,391   21,578   155,557 

Total net assets acquired

 $44,220  $—  $560  $9,293  $54,073 

 

In the event that the Global BrewDog Acquisitions had occurred on  June 1, 2025, the Company would have had, on an unaudited pro forma basis for the asset groups purchased, additional net revenue of approximately $64,838 for the three months ended August 31, 2025, and its consolidated net income (loss) and comprehensive net income (loss) would have increased by approximately $9,807 for the three months ended August 31, 2025. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of the Global BrewDog Acquisitions. 

 

Acquisition of Lyphe 

 

On  April 15, 2026, Tilray Lyphe UK Limited, an indirect wholly-owned subsidiary of the Company, acquired the Lyphe Group (“Lyphe”), a UK-based medical cannabis clinic and digital pharmacy platform (the “Lyphe Acquisition”). In consideration for the Lyphe Acquisition, the Company paid a total purchase price of $3,074 (£2,200), consisting of 398,666 shares of the Company’s common stock having a value of $2,795 as of the date of issuance and $279 of cash. The purpose of the acquisition was driven by a strategic rationale tied to growth, vertical integration, and expansion in Europe, especially the UK medical cannabis market.

 

The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value  may be subject to adjustments pending completion of final valuations. The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed in connection with the Lyphe Acquisition as of the effective acquisition date as follows: 

 

  

Amount

 

Consideration

    

Shares

 $2,795 

Cash consideration

  279 

Total consideration

  3,074 

Net assets acquired

    

Current assets

    

Cash and cash equivalents

  83 

Accounts receivable

  125 

Inventory

  146 

Prepaids and other current assets

  118 

Long-term assets

    

Capital assets

  34 

Intangible assets

  4,328 

Total assets

  4,834 

Current liabilities

    

Accounts payable and accrued liabilities

  1,760 

Total liabilities

  1,760 

Total net assets acquired

 $3,074 

 

In the event that the Lyphe Acquisition had occurred on  June 1, 2025, the Company would have had, on an unaudited pro forma basis, additional net revenue of approximately $768 for the three months ended August 31, 2025, and its consolidated net income (loss) and comprehensive net income (loss) would have increased by approximately $257 for the three months ended August 31, 2025. This unaudited pro forma financial information does not reflect the realization of any expected ongoing synergies relating to the integration of the Lyphe Acquisition. 

 

Acquisition of HelloMD

 

On  July 10, 2026, Aphria inc., a wholly-owned subsidiary of the Company, acquired HelloMD Corporation (“HelloMD”), a digital healthcare and patient engagement platform (the “HelloMD Acquisition”). The purpose of the acquisition was driven by a strategic rationale tied to growth, vertical integration, and expansion in the Canadian medical cannabis market. In consideration for the HelloMD Acquisition, the Company paid a total purchase price of $720 (CAD $1,000) of cash consideration. The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value  may be subject to adjustments pending completion of final valuations.