b'Tilray, Inc.: Violini v. Tilray, Inc., Case No. 1:21-cv-02256 (S.D.N.Y. Mar. 15, 2021)Tilray, Inc. (Tilray) is a global pharmaceutical and cannabis company that supplies medical-grade cannabis to patients in fifteen different countries through a number of distributors and subsidiaries. On December 15, 2020, Tilray entered into a merger agreement with Aphria Inc. (Aphria), a cannabis-lifestyle consumer goods company that cultivates, processes, markets, and sells medical and adult use cannabis and cannabis products. Under the terms of the merger, Tilray would merge with and into Aphria and Aphria would become a wholly owned subsidiary of Tilray, with each Aphria share transferred to Tilray. Part of the merger agreement contained a non-solicitation clause that prohibited Tilray from soliciting alternative proposals, and another part imposed a $65 million fee on Tilray if it terminated the merger agreement.Patricia Violini filed suit against Tilray on March 15, 2021, claiming violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 on behalf of herself and a class of similarly situated plaintiffs. Plaintiffs complaint alleges that the merger consideration is unfair because the intrinsic value of the company is in excess of the amount which current Tilray shareholders will receive in connection with the proposed merger. The complaint also accuses Tilray of omitting material information regarding Tilrays, Aphrias, and the pro forma companys financial projections from the Proxy Statement filed with the SEC in connection with the merger agreement. This omission, the complaint alleges, renders the Proxy false and misleading and leaves Tilray shareholders without sufficient information upon which to judge the proposed merger. If such misrepresentations and omissions are not corrected, plaintiff claims, plaintiff will be deprived of her right to cast an informed vote on the merger. On April 24, 2021, plaintiffs filed a notice of voluntary dismissal of the action.19'