Alcanna Inc. Receives Final Court Order Approving Proposed Plan of Arrangement with Sundial Growers Inc.
EDMONTON, Alberta, Jan. 18, 2022 (GLOBE NEWSWIRE) — Alcanna Inc. (“Alcanna” or the “Company“) (TSX: CLIQ) is pleased to announce that the Court of Queen’s Bench of Alberta has granted a final order approving the previously announced plan of arrangement (the “Arrangement“) with Sundial Growers Inc. (“Sundial“) under Section 192 of the Canada Business Corporations Act in accordance with the terms of the arrangement agreement between Alcanna and Sundial dated October 7, 2021, as amended by the amending agreement between Alcanna and Sundial dated January 6, 2022 (the “Arrangement Agreement“).
Pursuant to the Arrangement Agreement and the amended terms of the plan of arrangement attached thereto, Sundial has agreed to acquire all of the issued and outstanding common shares in the capital of Alcanna (the “Alcanna Shares“) from the holders of Alcanna Shares (“Alcanna Shareholders“). Following completion of the Arrangement, each Alcanna Shareholder will be entitled to receive, in exchange for each Alcanna Share held: (i) 8.85 common shares (each whole share, a “Sundial Share“) in the capital of Sundial (the “Share Consideration“); and (ii) $1.50 in cash (together with the Share Consideration, the “Revised Consideration“). Following the completion of the Arrangement, the Alcanna Shares are expected to be de-listed from the Toronto Stock Exchange (the “TSX“).
Completion of the Arrangement remains subject to certain other customary closing conditions as further described in the Arrangement Agreement, including the receipt of certain regulatory approvals required under applicable provincial liquor and cannabis legislation. Subject to the satisfaction or waiver of the remaining conditions precedent in respect of the Arrangement, the Arrangement is expected to be completed during the first quarter of 2022.
The Arrangement Agreement, including further information on the conditions precedent to completion of the Arrangement, are described in the management information circular and proxy statement of Alcanna dated November 9, 2021, as amended by the press release of Alcanna dated December 13, 2021 and the material change report of Alcanna dated January 6, 2022 (collectively, the “Circular“), copies of which have been filed on SEDAR at www.sedar.com and are available on Alcanna’s website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials.
MAILING OF AMENDED AND RESTATED LETTER OF TRANSMITTAL
As previously announced, and as a result of the Revised Consideration, Alcanna will mail an amended and restated letter of transmittal to registered Alcanna Shareholders to receive the Revised Consideration upon completion of the Arrangement. Copies of the amended and restated letter of transmittal will also be made available under Alcanna’s profile on SEDAR at www.sedar.com and on Alcanna’s website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials.
The amended and restated letter of transmittal is for use by registered Alcanna Shareholders. Alcanna Shareholders that do not have their Alcanna Shares registered in their name (rather, such Alcanna Shares are registered in the name of a broker or other intermediary) should contact their broker or other intermediary for instructions and assistance regarding receipt of the Revised Consideration to which they are entitled upon completion of the Arrangement.
Alcanna Shareholders should disregard the original letter of transmittal provided with the Circular in November 2021. Alcanna Shareholders that previously deposited a copy of the original letter of transmittal will be required to complete the amended and restated letter of transmittal and submit it to Odyssey Trust Company, the depositary, in accordance with the instructions set out in the amended and restated letter of transmittal in order to participate in the Arrangement. If Alcanna Shareholders have questions about submitting the amended and restated letter of transmittal, please contact Odyssey Trust Company by email at [email protected] or at 1-587-885-0960.
ABOUT ALCANNA INC.
Alcanna is one of the largest private sector retailers of alcohol in North America and the largest in Canada by number of stores – operating locations in Alberta and British Columbia. The Company’s majority-owned subsidiary, Nova Cannabis Inc. (TSX: NOVC), also operates 74 cannabis retail stores in Alberta, Ontario, and Saskatchewan. Alcanna Shares trade on the TSX under the symbol “CLIQ”. Additional information about Alcanna is available on SEDAR at www.sedar.com and the Company’s website at www.alcanna.com.
ABOUT SUNDIAL GROWERS INC.
Sundial is a public company with Sundial Shares traded on Nasdaq under the symbol “SNDL”. Its business is reported and analyzed under three operating segments: Cannabis Operations, Cannabis Retail and Investments.
As a licensed producer that crafts small-batch cannabis using state-of-the-art indoor facilities, Sundial’s ‘craft-at-scale’ modular growing approach, award-winning genetics and experienced growers set us apart. Sundial’s brand portfolio includes Top Leaf, Sundial Cannabis, Palmetto and Grasslands. Sundial also operates the Spiritleaf retail banner. Spiritleaf aims to be the most knowledgeable and trusted source of recreational cannabis by offering a premium consumer experience and quality curated cannabis products.
Sundial’s investment operations seek to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry.
Sundial is proudly Albertan, headquartered in Calgary, Alberta, with operations in Olds and Rocky View County, Alberta, Canada. For more information on Sundial, please go to www.sndlgroup.com.
This news release contains forward-looking statements or information (collectively “forward-looking statements“) within the meaning of applicable securities legislation, relating to, among other things, the satisfaction or waiver of all of the remaining conditions precedent to completion of the Arrangement, including the receipt of all regulatory approvals; the anticipated completion of the Arrangement and timing thereof; and the de-listing of the Alcanna Shares from the TSX and the timing thereof. Forward-looking statements are typically identified by words such as “continue”, “anticipate”, “will”, “should”, “plan”, “intend”, and similar words suggesting future events or future performance. All statements and information other than statements of historical fact contained in this news release are forward-looking statements.
The risk factors and uncertainties related to the Arrangement include, among other things: risks related to the completion and the timing of the Arrangement; the ability to complete the Arrangement on the terms and timeline contemplated by the Arrangement Agreement, or at all; the ability and expectation that following completion of the Arrangement, Sundial will continue to experience enhanced market liquidity and growth; that Alcanna’s cash flow and retail operations expertise will accelerate Sundial’s growth; the ability of the consolidated entity to focus more management effort on its investment arm; the ability of the consolidated entity to realize the anticipated benefits from the Arrangement and the timing thereof; the inability of the parties to fulfill or waive any conditions precedent to the completion of the Arrangement Agreement, including obtaining required regulatory approvals; interloper or other stakeholder risk; risks related to the operations of Alcanna’s liquor retail business upon completion of the Arrangement; risks related to new issuances of Sundial Shares that could affect the Alcanna Shareholders’ pro forma ownership of Sundial; the risks and uncertainties related to the ability of the consolidated entity to successfully integrate the respective businesses, execute on the strategic opportunity, as well as the ability to ensure continued performance or market growth of its products; the duration and severity of the COVID-19 pandemic on the business, operations and financial condition of the consolidated entity; the risk that the consolidated entity will be unable to execute its strategic plan and growth strategy, including the capital allocation and retail cannabis strategy, as planned or at all; dependence on suppliers; potential delays or changes in plans with respect to capital expenditures and the availability of capital on acceptable terms; risks inherent in the liquor retail and cannabis industries; competition for, among other things, customers, supply, capital and skilled personnel; changes in labour costs and markets; inaccurate assessments of the value of acquisitions; general economic and provincial and national political conditions in Canada and globally; industry conditions, including changes in government regulations; fluctuations in foreign exchange or interest rates; unanticipated operating events; failure to obtain regulatory and third‐party consents and approvals when required; changes in tax and other laws that affect us and our security holders; the potential failure of counterparties to honour their contractual obligations; stock market volatility; and risks associated with existing and potential future lawsuits, shareholder proposals and regulatory actions.
Readers should not place undue reliance on forward-looking statements included in this news release. Forward-looking statements are inherently subject to change and do not guarantee future performance and actual results may differ materially from those expressed or implied by the forward-looking statements. A number of risks, uncertainties and other factors that may cause actual performance and results to differ materially from any estimates, forecasts or projections, or could cause our current objectives, strategies and intentions to change.
In addition, if the Arrangement is not completed, and each of the parties continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of each party to the completion of the Arrangement could have an impact on such party’s business relationships, and could have a material adverse effect on the current and future operations, financial conditions and prospects of such party. Readers should refer to the discussion of risks set forth in the Circular under the heading “Risk Factors”. A comprehensive discussion of other risks relating to Alcanna’s business are contained under the heading “Risk Factors” in Alcanna’s annual information form for the financial year ended December 31, 2020 dated March 25, 2021 which is available on SEDAR at www.sedar.com. Additional information regarding risks and uncertainties relating to Sundial’s business are contained under “Item 3D Risk Factors” in Sundial’s Annual Report on Form 20-F, which was filed with the Securities and Exchange Commission on March 17, 2021 which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this news release are made as of the date hereof. Except as expressly required by applicable securities legislation, Alcanna does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Vice Chair & Chief Executive Officer