CALGARY, AB and EDMONTON, AB, Jan. 6,
2022 /PRNewswire/ - Sundial Growers Inc. (NASDAQ: SNDL)
("Sundial") and Alcanna Inc. (TSX: CLIQ) ("Alcanna")
announce that Sundial has agreed to improve the consideration to be
provided to Alcanna shareholders (the "Alcanna
Shareholders") for their common shares of Alcanna (each, an
"Alcanna Share") pursuant to the previously announced plan
of arrangement under the Canada Business Corporations Act
(the "Arrangement") by including a cash component.
Sundial and Alcanna have amended the arrangement agreement dated
October 7, 2021 (the "Arrangement
Agreement") to reflect the revised consideration, which
provides that Alcanna Shareholders will receive, for each Alcanna
Share held, 8.85 common shares of Sundial (each whole share, a
"Sundial Share") and $1.50 in
cash consideration (the "Revised Consideration"). The
Revised Consideration represents a change from all share
consideration to a cash and share consideration mix. Based on
this exchange ratio, the amount of cash consideration and the
closing price of Sundial Shares on January
5, 2022 (converted to CAD$), the Revised Consideration
represents a deemed value of approximately $8.43 per Alcanna Share (in comparison to a
deemed value of approximately $8.37
per Alcanna Share as at January 5,
2022 pursuant to the prior consideration to be received
under the Arrangement of 10.69 Sundial Shares for each Alcanna
Share).
The deemed value implies an approximate 15.3% premium from the
closing price of Alcanna Shares on the Toronto Stock Exchange as of
January 5, 2022.
SPECIAL MEETING OF ALCANNA SHAREHOLDERS AND REVISED PROXY
DEADLINE
The special meeting of Alcanna Shareholders remains scheduled on
January 7, 2022 at 10 a.m. (Mountain Time) (the "Meeting")
whereby Alcanna Shareholders will be asked to consider, and if
deemed advisable, to pass a special resolution approving the
Arrangement, as amended (the "Arrangement Resolution"). The
Meeting is to be held in a virtual-only live audio webcast via
https://web.lumiagm.com/213163286 (password "Alcanna 2021" (case
sensitive)).
Alcanna's board of directors, in consultation with its legal
and financial advisors, has unanimously approved the Revised
Consideration and the amendment to the Arrangement Agreement and
recommends that Alcanna Shareholders vote "FOR" the Arrangement
Resolution.
The record date for determining the Alcanna Shareholders
eligible to vote at the Meeting remains the close of business on
November 9, 2021 (the "Record
Date"). All votes previously cast will remain in their current
form, however, all holders as of the Record Date will continue to
have the flexibility to submit or amend their vote until a revised
proxy cutoff time of 6:30 a.m. (MT)
on January 7, 2022.
Alcanna will file a material change report describing the
amendments to the Arrangement (the "Material Change Report")
on Alcanna's SEDAR profile at www.sedar.com and on Alcanna's
website at
https://www.alcanna.com/ALCANNA-Special-Meeting-Materials.The
Material Change Report, which will include a copy of this news
release, will be deemed to be incorporated by reference in
Alcanna's management information circular dated November 9, 2021 (the "Circular") and the
Circular shall be deemed to be amended to reflect the amended terms
set out in this news release in accordance with the interim order
of the Court of Queen's Bench of Alberta dated November
9, 2021 (the "Interim Order"). The Circular and
related meeting and proxy materials (together with the Circular,
the "Meeting Materials") were filed on SEDAR under Alcanna's
profile at www.sedar.com on November 15, 2021, mailed to Alcanna Shareholders
as of the Record Date and also posted on Alcanna's website
at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials.
Additionally, a copy of the amending agreement dated
January 6, 2022 (the "Amending
Agreement") to the Arrangement Agreement will be filed shortly
today and will be available under Alcanna's profile on SEDAR at
www.sedar.com. The amendment to the Arrangement Agreement
includes an updated version of the plan of arrangement (the
"Plan of Arrangement"), which reflects required revisions to
account for the Revised Consideration.
Except as described in this news release, the elements of the
Arrangement remain as described in the Circular, in all material
respects. Notwithstanding anything to the contrary, all summaries
of, and references to, the Arrangement in this news release are
qualified in their entirety by reference to the complete text of
the Plan of Arrangement (as amended), a copy of which will be
attached to the Material Change Report.
Your vote is important regardless of the number of Alcanna
Shares you own.
It is very important that you carefully read the Meeting
Materials and vote your Alcanna Shares. You will be eligible
to vote if you are an Alcanna Shareholder of record at the close of
business on November 9, 2021. To
ensure that your Alcanna Shares will be represented and voted at
the Meeting, you should carefully follow the instructions provided
in the Meeting Materials. All Alcanna Shareholders are encouraged
to vote by proxy or in person (virtually) at the Meeting. The
deadline for the receipt of proxies is 6:30
a.m. (Mountain Time) on January
7, 2022. However, Alcanna Shareholders are encouraged
to vote their Alcanna Shares as soon as possible in advance of the
Meeting. Detailed instructions on how to vote and how to
participate in the Meeting are contained in the Meeting
Materials.
HOW TO VOTE
Beneficial Shareholders
INTERNET: Go to www.proxyvote.com and enter your
16-digit control number found on your voting instruction form to
vote online.
TELEPHONE: Call 1-800-474-7493 and enter your 16-digit control
number found on your voting instruction form to vote by
telephone.
Registered Shareholders
INTERNET: Go to http://login.odysseytrust.com/pxlogin,
enter the 12-digit control number printed on the form of proxy and
follow the instructions on screen to vote your Alcanna Shares.
FAX: Complete, sign and date the form of proxy and send it by
fax to: 1-800-517-4553.
For Assistance with Voting
If you have any questions about voting your Alcanna Shares or
need more information about the Arrangement, please contact Laurel
Hill Advisory Group by email or at one of the numbers below:
Laurel Hill Advisory Group
North American Toll-Free Number: 1-877-452-7184
Outside of North America Collect Calls Number: 416-304-0211
Email: assistance@laurelhill.com
CERTAIN TAX CONSIDERATIONS
THE REVISED CONSIDERATION IS EXPECTED TO HAVE income tax
consequences to Alcanna Shareholders which are different than those
described in the Circular. OF PARTICULAR NOTE, THE
DISPOSITION OF ALCANNA SHARES BY SHAREHOLDERS UNDER THE ARRANGEMENT
WILL NOT QUALIFY FOR AN AUTOMATIC TAX-DEFERRED ROLLOVER FOR
CANADIAN FEDERAL INCOME TAX PURPOSES AND U.S. FEDERAL INCOME TAX
PURPOSES. ALCANNA SHAREHOLDERS SHOULD REFER TO THE MATERIAL
CHANGE REPORT THAT WILL BE FILED ON ALCANNA'S SEDAR profile AT
WWW.SEDAR.COM And TO BE MADE AVAILABLE on Alcanna's website at
https://www.alcanna.com/ALCANNA-Special-Meeting-Materials FOR
UPDATED TAX DISCLOSURE SET OUT THEREIN UNDER THE HEADINGS
"CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" AND
"CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS" WHICH
SUPERSEDES IN ITS ENTIRETY THE TAX DISCLOSURE SET OUT UNDER THE
HEADINGS "CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" AND
"CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS" IN THE CIRCULAR.
SHAREHOLDERS ARE ADVISED TO DISREGARD THE SECTIONS OF THE CIRCULAR
WITH THE HEADINGS "CERTAIN CANADIAN FEDERAL INCOME TAX
CONSIDERATIONS" AND "CERTAIN U.S. FEDERAL INCOME TAX
CONSIDERATIONS" AND TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
THE PARTICULAR CANADIAN INCOME TAX CONSEQUENCES AND UNITED STATES INCOME TAX CONSEQUENCES TAX
CONSEQUENCES TO THEM OF THE ARRANGEMENT IN LIGHT OF THEIR
PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES THAT MAY
ARISE UNDER THE LAWS OF ANY OTHER RELEVANT FOREIGN, PROVINCIAL,
STATE, LOCAL, OR OTHER TAXING JURISDICTION.
About Sundial Growers Inc.
Sundial is a public company with the 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, AB, with operations in Olds and Rocky
View County, Alberta, Canada. For
more information on Sundial, please go to www.sndlgroup.com.
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. Alcanna's majority-owned subsidiary, Nova Cannabis
Inc. (TSX: NOVC), also operates approximately 74 cannabis retail
stores in Alberta, Ontario, and Saskatchewan. The Alcanna Shares trade on the
TSX under the symbol "CLIQ".
Additional information about Alcanna Inc. is available on SEDAR
at www.sedar.com and its website at www.alcanna.com.
Forward-Looking Information
This news release contains statements and information that, to
the extent that they are not historical fact, may constitute
"forward-looking information" or "forward-looking statements"
within the meaning of applicable securities legislation
("forward-looking information"). Forward-looking information
is typically, but not always, identified by the use of words such
as "will", "expected", "projected", "to be" and similar words,
including negatives thereof, or other similar expressions
concerning matters that are not historical facts. Forward-looking
information in this news release includes, but is not limited to,
statements regarding: the current terms of the Arrangement; the
market value of the consideration to be received by Alcanna
Shareholders; and the anticipated timing and date of the
Meeting.
Such forward-looking information is based on various assumptions
and factors that may prove to be incorrect, including, but not
limited to, factors and assumptions with respect to: the
Arrangement being completed on the terms and timeline currently
anticipated or at all; all necessary shareholder, court and
regulatory approvals being obtained on the timelines and in the
manner currently anticipated or at all; the anticipated benefits of
the Arrangement; and the receipt by Alcanna of necessary retail
liquor and retail cannabis licences, approvals and authorizations
(as applicable) from regulatory authorities, and the timing
thereof.
Although Sundial believes that the assumptions and factors on
which such forward-looking information is based are reasonable,
undue reliance should not be placed on the forward-looking
information because Sundial can give no assurance that it will
prove to be correct or that any of the events anticipated by such
forward-looking information will transpire or occur, or if any of
them do so, what benefits Alcanna and/or Sundial will derive
therefrom. Actual results could differ materially from those
currently anticipated due to a number of factors and risks
including, but not limited to: the risk that the Arrangement is not
completed as anticipated or at all, including the timing thereof,
and if completed, that the benefits thereof will not be as
anticipated; the risk that necessary shareholder, court or
regulatory approvals are not obtained as anticipated or at all, and
the timing thereof; the risk that the conditions to closing of the
Arrangement are not satisfied or waived; risks associated with
general economic conditions; adverse industry events; future
legislative, tax and regulatory developments, including
developments that may impact the closing of the Arrangement as
anticipated or at all; conditions in the liquor and cannabis
industries; the risk that Alcanna does not receive the necessary
retail liquor or cannabis approvals and/or authorizations or that
they are not able to open additional retail liquor or cannabis
stores, directly or indirectly, as anticipated or at all; the
ability of management to execute its business strategy, objectives
and plans; the availability of capital to fund the build-out and
opening of additional retail liquor or cannabis stores; and the
impact of general economic conditions and the COVID-19 pandemic in
Canada.
Additional information regarding risks and uncertainties
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.
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. The forward-looking information included in this
news release is made as of the date of this news release. Sundial
does not undertake any obligation to publicly update such
forward-looking information to reflect new information, subsequent
events or otherwise, except as required by applicable law.
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SOURCE Sundial Growers Inc.