Canadian cannabis company Aphria Inc. said Friday a special committee has concluded a review of the September acquisition of Latam Holdings Inc. and found conflicts of interest for some of its board members.
The committee did, however, find that the price paid was within an “acceptable” range compared with comparable deals done by its competitors, albeit near the high end of that range.
“Based on further information available to the special committee, it appears that certain of the non-independent directors of the company had conflicting interests in the acquisition that were not fully disclosed to the board,” the company said in a statement.
Aphria APHA, +3.96% APHA, +4.07% appointed the special committee in early December to review the deal, after it came under fire from short sellers Quintessential Capital Management and Hindenburg Research, who said the C$280 million ($211 million) acquisitions raised red flags as their research suggested the assets appeared largely worthless.
Hindenburg wrote that the deals were “egregiously overpriced, and that Aphria insiders were likely undisclosed beneficiaries.” Among other issues, Aphria Chief Executive Vic Neufeld was chairman of the seller in the deal, Scythian Biosciences, when the deals were originally announced, and chairman and CEO of Aphria when they closed, according to Hindenburg.
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Quintessential questioned whether some of the assets even existed, alleging that the headquarters of one property in Jamaica was an abandoned building.
On Friday, Aphria said the assets, based in Argentina, Colombia and Jamaica, “were verified to be in place and continued to develop according to the company’s business plan since the acquisition, consistent with Aphria’s previous public disclosure.”
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Still, the company pledged to take measures to improve corporate governance by ensuring the majority of its board are independent directors. Aphria will deliver training to management and board members; it will adopt best practices to manage potential conflicts of interest, including disclosure of all direct or indirect ownership interests, and rely more on experts and advisers.
The company did not name the directors determined to have conflicts of interest, but reiterated its previous announcement that Neufeld and co-founder Cole Cacciavillani have completed a transition plan and effective March 1, 2019, will be retiring and surrendering their roles as directors, although they will remain in place as advisers.
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Irwin Simon, the company’s independent chair, will remain as interim CEO until a new chief executive has been found.
Nathan Anderson, founder of Hindenburg Research, welcomed the news. “We applaud the independent committee for taking this matter seriously and for making significant changes to the company’s board and governance policies,” he told MarketWatch. “The review largely corroborated our findings that acquisition prices were high and that multiple insiders had undisclosed conflicts of interest. We hope the company can turn a new leaf going forward.”
Aphria in early February rejected a hostile bid from Green Growth Brands Inc. GGBXF, +0.00% that it said significantly undervalues the company.
Aphria shares climbed about 6% in early trades Friday and have gained 69% in 2019 so far.
The ETFMG Alternative Harvest ETF MJ, +1.33% has risen 41% in 2019, while the Horizons Marijuana Life Sciences ETF HMMJ, +1.61% has gained 44%.
The S&P 500 SPX, +0.78% and Dow Jones Industrial Average DJIA, +1.31% have gained about 10%.
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