Complementary, Scalable Medical and Adult-Use
Cannabis Businesses Strengthen Leadership Position in Canada;
Expands U.S. and International Reach through World-Class
Cultivation, Manufacturing, Diversified Product Portfolio and
Distribution Footprint
Robust Supply Chain and Operational
Efficiencies Expected to Generate Approximately C$100 Million of
Pre-Tax Annual Cost Synergies
Aphria and Tilray to Host a Conference Call and
Webcast at 8:30 a.m. Eastern Time
Aphria Inc. (“Aphria”) (TSX: APHA and Nasdaq:
APHA), a leading global cannabis company inspiring and
empowering the worldwide community to live their very best life,
and Tilray, Inc. (“Tilray”) (Nasdaq: TLRY), a global
pioneer in cannabis research, cultivation, production and
distribution, today announced that they have entered into a
definitive agreement (the “Agreement”) to combine their
businesses and create the world’s largest global cannabis company
(the “Combined Company”) based on pro forma revenue1. The
deal is pursuant to a plan of arrangement (the
“Arrangement”) under the Business Corporations Act
(Ontario), and the implied pro forma equity value of the Combined
Company is approximately C$5.0 billion (US$3.9 billion), based on
the share price of Aphria and Tilray at the close of market on
December 15, 2020. Following the completion of the Arrangement, the
Combined Company will have principal offices in the United States
(New York and Seattle), Canada (Toronto, Leamington and Vancouver
Island), Portugal and Germany, and it will operate under the Tilray
corporate name with shares trading on NASDAQ under ticker symbol
“TLRY”.
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the full release here:
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The Combined Company, supported by low-cost, state-of-the-art
cultivation, processing, and manufacturing facilities, will have a
complete portfolio of branded Cannabis 2.0 products in Canada.
Internationally, the Combined Company will be well-positioned to
pursue growth opportunities with Aphria’s medical cannabis and
distribution footprint in Germany, and Tilray’s European Union Good
Manufacturing Practices (“EU-GMP”) low-cost cannabis
production facility in Portugal, which has export capabilities and
tariff-free access to the European Union (“EU”) to meet
increasing global demand for medical cannabis. In the United
States, the Combined Company will have a strong consumer packaged
goods presence and infrastructure with two strategic pillars,
including SweetWater Brewing Company (“SweetWater”), a
cannabis lifestyle branded craft brewer, and Manitoba Harvest, a
leading hemp food manufacturer and a pioneer in branded CBD and
wellness products. The Combined Company is expected to have a
strong, flexible balance sheet, cash balance and access to capital
giving it the ability to accelerate growth and deliver attractive
returns for stockholders.
Under the terms of the Arrangement, the shareholders of Aphria
(the “Aphria Shareholders”) will receive 0.8381 shares (the
“Exchange Ratio”) of Tilray for each Aphria common share
(each, an “Aphria Share”), while holders of Tilray shares
(the “Tilray Stockholders”) will continue to hold their
Tilray shares (the “Tilray Shares”) with no adjustment to
their holdings. Upon the completion of the Arrangement, Aphria
Shareholders will own approximately 62 percent of the outstanding
Tilray Shares on a fully diluted basis, resulting in a reverse
acquisition of Tilray, representing a premium of 23 percent based
on the share price at market close on December 15, 2020 to Tilray
shareholders. On a pro forma basis for the last twelve months
reported by each company, the Combined Company would have had
revenue of C$874 million (US$685 million).
Proven Leadership Team
The Combined Company will be led by a best-in-class management
team and board of directors, with strong track records in
consumer-packaged goods and cannabis experience internationally.
Upon completion of the Arrangement, Aphria’s current Chairman and
Chief Executive Officer, Irwin D. Simon, will lead the Combined
Company as Chairman and Chief Executive Officer. The board of
directors will consist of nine members, seven of which, including
Mr. Simon, are current Aphria directors and two of which will be
from Tilray, including Brendan Kennedy, and one of which is to be
designated. Aphria and Tilray are confident that the leadership
team and proposed board of directors of the Combined Company
provides a strong foundation for the Combined Company to accelerate
growth. Additional senior leadership positions at the Combined
Company will be named at a later date.
“This is an exciting day for both companies including our 2,500
employees, for the cannabis industry, and for patients and
consumers around the world. We are bringing together two
world-class companies that share a culture of innovation, brand
development and cultivation to enhance our Canadian, U.S., and
international scale as we pursue opportunities for accelerated
growth with the strength and flexibility of our balance sheet and
access to capital,” said Mr. Simon. “Our highly complementary
businesses create a combined company with a leading branded product
portfolio, including the most comprehensive Cannabis 2.0 product
offerings for patients and consumers, along with significant
synergies across our operations in Canada, Europe and the United
States. Our business combination with Tilray aligns with our
strategic focus and emphasis on our highest return priorities as we
strive to generate value for all stakeholders.”
“I am honored to work with Brendan Kennedy, a pioneer in the
cannabis industry, and the Tilray team as they join forces with our
talented employees at Aphria,” continued Mr. Simon. “I look forward
to leading the talented teams of both Aphria and Tilray as we seek
to create a leading global cannabis and consumer packaged goods
company with a portfolio of medical, wellness and adult-use brands
consumers love.”
Mr. Kennedy, Tilray’s Chief Executive Officer, commented, “We
are thrilled to bring together two cannabis industry leaders. At
this nascent stage of development and expansion of the global
cannabis market, we believe companies with leading geographic
scale, product range and brand expertise are most likely to benefit
long-term. By leveraging our combined strengths and capabilities,
we expect to be able to meet the needs of consumers more
effectively all over the world and advance patient care. With a
strong financial profile, low-cost production, leading brands,
distribution network and unique partnerships, we believe the
Combined Company will be well-positioned to deliver sustainable,
attractive returns for stockholders. I look forward to working with
Irwin and the Combined Company’s management team to make our
consumer products more accessible around the world.”
Strategic and Financial Benefits
The Combined Company will be the largest global cannabis company
based on pro forma revenue for the last twelve months reported by
each company with scale and breadth across major geographies and a
complete portfolio of market leading brands in the major Cannabis
2.0 product categories. Aphria and Tilray each believe the business
combination pursuant to the Arrangement will provide the following
financial and strategic benefits, among others:
Financial Strength and Flexibility: The Combined Company
will enjoy an attractive financial profile with pro forma revenue
of C$874 million (US$685 million) for the last twelve months
reported by each company, the highest in the global cannabis
industry. In Canada, the combination of Aphria and Tilray will
create the leading adult-use cannabis company with gross revenue of
C$296 million (US$232 million) in the adult-use market for the
twelve months reported by each company. Aphria has generated
positive adjusted EBITDA over the last six quarters2, which in
combination with the synergies to be realized, provides a robust
platform for future profitability and cash flow generation for the
Combined Company. This, collectively with the strength of the
Combined Company’s balance sheet and access to capital, is expected
to help accelerate global growth and value for the Combined
Company’s stakeholders.
Creates the Leading Canadian Adult-Use Cannabis Licensed
Producer: Together, Aphria and Tilray will be the leading
adult-use cannabis Canadian Licensed Producer based on revenue for
the last twelve months by combining their respective brands,
distribution networks and world-class facilities. In Canada’s C$3.1
billion adult-use, retail market3, the Combined Company will have
one of the lowest cost production operations with its
state-of-the-art facilities. In addition, the Combined Company will
have a portfolio of carefully curated brands across all consumer
segments that are sold through its distribution partners. On a pro
forma basis, for the period August to October 2020, the Combined
Company would have held a 17.3% retail market share4, the largest
share held by any single Licensed Producer in Canada and 700 basis
points higher than the next closest competitor.
Increases Product Breadth and Commitment to Innovation:
Leveraging both Aphria and Tilray’s commitment and culture of
innovation and brand building, the Combined Company will serve
clients with a complete portfolio of Cannabis 2.0 products and
sales and service infrastructure supported by leading distribution
partners. Aphria and Tilray’s complementary brands will be
available across economy, value, core, premium and premium plus
product offerings. In addition, the Combined Company will have a
complete breadth of products in every major cannabis category,
including flower, pre-roll, oils, capsules, vapes, edibles and
beverages.
Establishes an Unrivaled European Platform: The Combined
Company will be well-positioned to pursue growth opportunities with
its end-to-end EU-GMP supply chain and distribution, which includes
Aphria’s German medical cannabis distribution footprint and
Tilray’s 2.7 million square foot European EU-GMP low-cost cannabis
cultivation and production facility in Portugal. In Germany,
Aphria’s wholly-owned subsidiary, CC Pharma GmbH, will provide the
Combined Company with distribution capabilities for the Aphria and
Tilray medical cannabis brands to more than 13,000 pharmacies. In
Portugal, Tilray’s EU-GMP cultivation and production facility will
provide the Combined Company with the capacity to cultivate and
produce medical cannabis products in order to meet international
demand and has export capabilities, which provides tariff-free
access to the EU.
Enhances Consumer Packaged Goods Presence and Infrastructure
in the U.S.: In the United States, the Combined Company will
have a strong consumer packaged goods presence and infrastructure
with two strategic pillars, including SweetWater, a cannabis
lifestyle branded craft brewer, and Manitoba Harvest, a pioneer in
branded hemp, CBD and wellness products with access to 17,000
stores in North America. The Combined Company is expected to
leverage SweetWater’s craft beer manufacturing and distribution
network to build brand awareness for the Combined Company’s leading
brands via craft beers, hard seltzers, and other beverages as it
seeks to take advantage of opportunities for both the adult-use and
health and wellbeing beverage trends. The Combined Company also
expects to pursue the opportunity to expand with new or existing
CBD or other cannabinoid brands leveraging Manitoba Harvest’s
strong hemp and wellness product platform. When U.S. regulations
allow, the Combined Company expects to be well-positioned to
compete in the U.S. cannabis market given its existing strong
brands and distribution system in addition to its track record of
growth in consumer-packaged goods and cannabis.
Positions Combined Company to Continue to Grow in the
Beverage Segment: The Combined Company believes it will be
well-positioned to pursue an accelerated rate of growth in the
Canadian and the U.S. beverage industries by leveraging
SweetWater’s innovation, knowledge, and expertise to introduce
adult-use cannabis brands via craft beers and other beverages. This
includes leveraging Aphria and Tilray’s proven distribution
networks in Canada to sell SweetWater’s 420 cannabis lifestyle
brand in Canada.
Substantial Synergies: The combination of Aphria and
Tilray is expected to deliver approximately C$100 million of annual
pre-tax cost synergies within 24 months of the completion of the
transaction. The Combined Company expects to achieve cost synergies
in the key areas of cultivation and production, cannabis and
product purchasing, sales and marketing and corporate expenses.
This is expected to include the opportunity for Aphria’s
Leamington, Ontario operations to provide additional volume for
Tilray’s brands and to replace the need for Tilray to use wholesale
cannabis purchases from other licensed producers. Tilray’s London,
Ontario facility will also provide Aphria with excess capacity to
increase production of additional form factors including their
branded edibles and beverages. The Combined Company is considering
utilizing Tilray’s existing Nanaimo, British Columbia facility for
Aphria’s premium Broken Coast brand to increasingly meet consumer
demand for its products. The Combined Company plans to capitalize
on opportunities for growth through a broadened product offering
and additional form factors, with the aim of increasing adult-use
cannabis brand availability across certain Canadian provinces to an
expanded customer base with the Combined Company’s scalable
infrastructure. Internationally, the Combined Company will have the
opportunity to reach additional pharmacies and patients via
distribution relationships. The combination is expected to unlock
significant shareholder value.
Agreement Details
Under the terms of the Agreement, the Arrangement will be
carried out by way of a court approved plan of arrangement under
the Business Corporations Act (Ontario) and will require the
approval of at least two-thirds of the votes cast by the Aphria
Shareholders at a special meeting. Approval of a majority of the
votes cast by Tilray stockholders will be required to, among other
things contemplated by the Agreement, authorize the issuance of
Tilray shares to Aphria shareholders pursuant to the Arrangement.
Following completion of the Arrangement, Aphria will become a
wholly-owned subsidiary of Tilray, with Aphria shareholders owning
approximately 62 percent of Tilray.
Completion of the Arrangement is subject to regulatory and court
approvals and other customary closing conditions. Regulatory
approvals expected to be required include Competition Bureau
(Canada), U.S. HSR and Germany FDI. The Agreement includes certain
reciprocal customary provisions, including covenants in respect of
the non-solicitation of alternative transactions, a right to match
superior proposals and C$65 million (US$50 million) reciprocal
termination fee payable under certain circumstances. The
Arrangement is expected to close in the second quarter of calendar
year 2021 following the receipt of such regulatory approvals, as
well as court approval of the Arrangement.
Each of Aphria’s and Tilray’s respective directors and officers
and certain principal Tilray Stockholders have entered into voting
support agreements agreeing to vote their Aphria Shares or Tilray
Shares, as applicable, in favor of the resolutions put before them
pursuant to the Agreement.
For further information on the terms and conditions of the
Arrangement, please refer to the Agreement in its entirety, which
will be available on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov. Full details of the Arrangement will be included in a
management information circular of Aphria and in a proxy statement
of Tilray to be delivered to Aphria Shareholders and the Tilray
Stockholders, respectively, in the coming weeks.
Board of Directors’ Approval
Each of Aphria’s and Tilray’s respective board of directors has
unanimously approved the Agreement and the Arrangement. Jefferies
LLC provided a fairness opinion to the Board of Directors of Aphria
on December 15, 2020, stating that, as of the date of such opinion
and based upon the scope of review and subject to the assumptions,
limitations and qualifications stated in such opinion, the Exchange
Ratio is fair, from a financial point of view, to the Aphria
Shareholders. Cowen provided a fairness opinion dated December 15,
2020 to the board of directors of Tilray stating that, as of the
date of such opinion and based upon and subject to the assumptions,
limitations and qualifications stated in such opinion, the Exchange
Ratio is fair, from a financial point of view, to Tilray.
Advisors
Jefferies LLC is serving as financial advisor and DLA Piper LLP
(US), DLA Piper (Canada) LLP and Fasken Martineau Dumoulin LLP are
acting as legal counsel to Aphria. Cowen is serving as financial
advisor and Cooley LLP and Blake, Cassels and Graydon LLP are
acting as legal counsel to Tilray.
Conference Call & Webcast Presentation
Aphria and Tilray executives will host a conference call and
webcast with a supplemental presentation to discuss the strategic
business combination today, December 16, 2020 at 8:30 a.m. Eastern
Time.
To listen to the live call, dial (647) 427-7450 from Canada and
the U.S. or (888) 231-8191 from international locations and use the
passcode 4334816. A telephone replay will be available
approximately two hours after the call concludes through January
13, 2021. To access the recording dial (855) 859-2056 and use the
passcode 4334816.
There will also be a simultaneous, live webcast and supplemental
presentation available on the Investors section of Aphria’s and
Tilray’s website at aphriainc.com and
Tilray.com. The webcast will be archived for 30 days.
We Have A Good Thing Growing
About Aphria Inc.
Aphria Inc. is a leading global cannabis company inspiring and
empowering the worldwide community to live their very best life.
Headquartered in Leamington, Ontario – the greenhouse capital of
Canada – Aphria Inc. has been setting the standard for the low-cost
production of high-quality cannabis at scale, grown in the most
natural conditions possible. Focusing on untapped opportunities and
backed by the latest technologies, Aphria Inc. is committed to
bringing breakthrough innovation to the global cannabis market. The
Company's portfolio of brands is grounded in expertly researched
consumer insights designed to meet the needs of every consumer
segment. Rooted in our founders' multi-generational expertise in
commercial agriculture, Aphria Inc. drives sustainable long-term
shareholder value through a diversified approach to innovation,
strategic partnerships, and global expansion.
For more information, visit: aphriainc.com
About Tilray®
Tilray (Nasdaq: TLRY) is a global pioneer in the research,
cultivation, production and distribution of cannabis and
cannabinoids currently serving tens of thousands of patients and
consumers in 15 countries spanning five continents.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this news release constitutes
forward-looking information or forward-looking statements
(together, “forward-looking statements”) under Canadian securities
laws and within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, which are intended to be covered by the safe
harbor created by such sections and other applicable laws. The
forward-looking statements are expressly qualified by this
cautionary statement. Any information or statements that are
contained in this news release that are not statements of
historical fact may be deemed to be forward-looking statements,
including, but not limited to, statements in this news release with
regards to: (i) statements relating to Aphria’s and Tilray’s
strategic business combination and the expected terms, timing and
closing of the Arrangement including, receipt of required
regulatory approvals, shareholder approvals, court approvals and
satisfaction of other closing customary conditions; (ii) estimates
of pro-forma financial information of the Combined Company,
including in respect of expected revenues and production of
cannabis; (iii) estimates of future costs applicable to sales; (iv)
estimates of future capital expenditures; (v) estimates of future
cost reductions, synergies including pre-tax synergies, savings and
efficiencies; (vi) statements that the Combined Company anticipates
to have scalable medical and adult-use cannabis platforms expected
to strengthen the leadership position in Canada, United States and
internationally; (vii) statements that the Combined Company is
expected to offer a diversified and branded product offering and
distribution footprint, world-class cultivation, processing and
manufacturing facilities; (viii) statements in respect of
operational efficiencies expected to be generated as a result of
the Arrangement in the amount of more than C$100 million of pre-tax
annual cost synergies; (ix) expectations of future balance sheet
strength and future equity; (x) that the Combined Company is
expected to unlock significant shareholder value; and (xi)
statements under the heading “Strategic and Financial Benefits” of
this news release. Aphria and Tilray use words such as “forecast”,
“future”, “should”, “could”, “enable”, “potential”, “contemplate”,
“believe”, “anticipate”, “estimate”, “plan”, “expect”, “intend”,
“may”, “project”, “will”, “would” and the negative of these terms
or similar expressions to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Various assumptions were used in drawing the
conclusions contained in the forward-looking statements throughout
this news release. Forward-looking statements reflect current
beliefs of management of Aphria and Tilray with respect to future
events and are based on information currently available to each
respective management including based on reasonable assumptions,
estimates, internal and external analysis and opinions of
management of Aphria and Tilray considering their experience,
perception of trends, current conditions and expected developments
as well as other factors that each respective management believes
to be relevant as at the date such statements are made.
Forward-looking statements involve significant known and unknown
risks and uncertainties. Many factors could cause actual results,
performance or achievement to be materially different from any
future forward-looking statements. Factors that may cause such
differences include, but are not limited to, risks assumptions and
expectations described in Aphria’s and Tilray’s critical accounting
policies and estimates; the adoption and impact of certain
accounting pronouncements; Aphria’s and Tilray’s future financial
and operating performance; the competitive and business strategies
of Aphria and Tilray ; the intention to grow the business,
operations and potential activities of Aphria and Tilray; the
ability of Aphria and Tilray to complete the Arrangement; Aphria’s
and Tilray’s ability to provide a return on investment; Aphria’s
and Tilray’s ability to maintain a strong financial position and
manage costs, the ability of Aphria and Tilray to maximize the
utilization of their existing assets and investments and that the
completion of the Arrangement is subject to the satisfaction or
waiver of a number of conditions as set forth in the Arrangement
Agreement. There can be no assurance as to when these conditions
will be satisfied or waived, if at all, or that other events will
not intervene to delay or result in the failure to complete the
Arrangement. There is a risk that some or all the expected benefits
of the Arrangement may fail to materialize or may not occur within
the time periods anticipated by Aphria and Tilray. The challenge of
coordinating previously independent businesses makes evaluating the
business and future financial prospects of the Combined Company
following the Arrangement difficult. Material risks that could
cause actual results to differ from forward-looking statements also
include the inherent uncertainty associated with the financial and
other projections; the prompt and effective integration of the
Combined Company; the ability to achieve the anticipated synergies
and value-creation contemplated by the proposed transaction; the
risk associated with Aphria’s and Tilray’s ability to obtain the
approval of the proposed transaction by their shareholders required
to consummate the proposed transaction and the timing of the
closing of the proposed transaction, including the risk that the
conditions to the transaction are not satisfied on a timely basis
or at all; the risk that a consent or authorization that may be
required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated; the
outcome of any legal proceedings that may be instituted against the
parties and others related to the Arrangement Agreement;
unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and retention as a
result of the announcement and pendency of the transaction; risks
relating to the value of Tilray’s common stock to be issued in
connection with the transaction; the impact of competitive
responses to the announcement of the transaction; and the diversion
of management time on transaction-related issues. For a more
detailed discussion of risks and other factors, see the most
recently filed annual information form of Aphria and the annual
report filed on form 10-K of Tilray made with applicable securities
regulatory authorities and available on SEDAR and EDGAR. The
forward-looking statements included in this news release are made
as of the date of this news release and neither Aphria nor Tilray
undertake any obligation to publicly update such forward-looking
statements to reflect new information, subsequent events or
otherwise unless required by applicable securities laws.
Additional Information About Tilray and Where to Find
It
This news release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This release is
being made in respect of the proposed transaction involving Aphria
and Tilray pursuant to the terms of an arrangement agreement by and
among Aphria and Tilray and may be deemed to be soliciting material
relating to the proposed transaction.
In connection with the proposed transaction, Aphria will file a
management information circular, and Tilray will file a proxy
statement on Schedule 14A containing important information about
the proposed transaction and related matters. Additionally, Aphria
and Tilray will file other relevant materials in connection with
the proposed transaction with the applicable securities regulatory
authorities. Investors and security holders of Aphria and Tilray
are urged to carefully read the entire management information
circular and proxy statement (including any amendments or
supplements to such documents), respectively, when such documents
become available before making any voting decision with respect to
the proposed transaction because they will contain important
information about the proposed transaction and the parties to the
transaction. The Aphria management information circular and the
Tilray proxy statement will be mailed to the Aphria and Tilray
shareholders, respectively, as well as be accessible on the SEDAR
and EDGAR profiles of the respective companies.
Investors and security holders of Tilray will be able to obtain
a free copy of the proxy statement, as well as other relevant
filings containing information about Tilray and the proposed
transaction, including materials that will be incorporated by
reference into the proxy statement, without charge, at the SEC’s
website (www.sec.gov) or from Tilray by contacting Tilray’s
Investor Relations at (203) 682-8253, by email at
Raphael.Gross@icrinc.com, or by going to Tilray’s Investor
Relations page on its website at
https://ir.tilray.com/investor-relations and clicking on the link
titled “Financials.”
Participants in the Tilray Solicitation
Tilray and Aphria and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of Tilray proxies in respect of the proposed
transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
Tilray stockholders in connection with the proposed transaction
will be set forth in the Tilray proxy statement for the proposed
transaction when available. Other information regarding the
participants in the Tilray proxy solicitation and a description of
their direct and indirect interests in the proposed transaction, by
security holdings or otherwise, will be contained in such proxy
statement and other relevant materials to be filed with the SEC in
connection with the proposed transaction. Copies of these documents
may be obtained, free of charge, from the SEC or Tilray as
described in the preceding paragraph.
1 Based on the most recently reported quarterly financial
statements for Aphria and Tilray. 2 Non-GAAP measure which may not
be consistent between companies in our industry. See definition in
Aphria’s Q1 2021 Management Discussion & Analysis. 3 Annualized
September 2020 retail sales of C$256 million based on Statistics
Canada November 2020 release 4 Based on Stifel analyst report by
Andrew Carter, dated December 6, 2020, “December 2020 Headset
Canada Review”.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201216005519/en/
Aphria contacts: Media Tamara Macgregor Chief
Corporate Affairs Officer tamara.macgregor@aphria.com
437-343-4000
Investors Investor Relations investors@aphria.com
Tilray contacts: Media Amy Bonwick, 647-515-3748
amy@pomppr.com
Investors Raphael Gross 203-682-8253
Raphael.Gross@icrinc.com
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