CALGARY,
AB, June 1, 2023 /PRNewswire/ - SNDL Inc.
(NASDAQ: SNDL) ("SNDL" or the "Company") is pleased
to provide an update on its proposed Transaction (the
"Transaction") with Nova Cannabis Inc. (TSX: NOVC)
("Nova") to create a well-capitalized cannabis retail
platform in Canada, as
contemplated by the implementation agreement entered into between
the Company and Nova dated December 20,
2022, as amended on April 3,
2023 (the "Implementation Agreement"). The Company
has amended the terms of the plan of arrangement (the
"Original Plan of Arrangement"), and such amended
form of the Original Plan of Arrangement being (the "Amended
Plan of Arrangement") approved by the SNDL shareholders at
its annual and special meeting of shareholders held on July 25, 2022, pursuant to which SNDL intends to
distribute certain of its Nova common shares ("Nova Shares")
to SNDL shareholders.
Under the terms of the Amended Plan of Arrangement, among other
things, (i) SNDL shareholders who would have been entitled to
receive at least one "lot" of Nova Shares from the Nova Shares
being distributed (the "Distributed Nova Shares") had they
been distributed to all SNDL shareholders on a pro rata basis
(the "Eligible Holders") will receive Nova Shares with the
new SNDL common shares to which they were entitled under the
Original Plan of Arrangement ("New SNDL Shares"), and (ii)
all SNDL shareholders other than the Eligible Holders will receive,
together with their New SNDL Shares, cash in lieu of the fractional
Nova Shares that they would have been entitled to receive had the
Distributed Nova Shares been distributed to all SNDL shareholders
on a pro rata basis. The number of Nova Shares that would be
considered a "lot" will be determined by SNDL's Board of Directors
(the "SNDL Board"), provided that a "lot" must be between
one Nova Share and 500 Nova Shares.
All other terms of the Amended Plan of Arrangement remain
substantially similar to those of the Original Plan of Arrangement.
It is currently anticipated that holders of New SNDL Shares that
would otherwise receive 15 or fewer Distributed Nova Shares shall
instead receive cash consideration.
A Final Order (the "Final Order") of the Court of Kings
Bench of Alberta (the
"Court") approving the Amended Plan of Arrangement and
transactions contemplated thereby (collectively, the "Share
Distribution") was granted on May 26,
2023, and, subject to the SNDL Board determining the meaning
of a "lot" of Nova Shares, the Company is now authorized by the
Court to complete the Share Distribution. A copy of the Amended
Plan of Arrangement has been or will be filed under SNDL's profile
on SEDAR at www.sedar.com.
"The strategic partnership between Nova and SNDL is expected to
deliver growth opportunities and long-term shareholder value,
cementing the two companies' positions in the Canadian cannabis
industry," said Zach George, Chief
Executive Officer of SNDL. "Through a distribution of Nova common
shares to SNDL shareholders, SNDL will reduce our ownership stake
in Nova to less than 20%. This enables SNDL and Nova to implement
our strategic partnership, through which SNDL will manage brand
standards via strategic agreements in exchange for a licensing fee
against gross profit, and a services fee in return for the
provision of management and administrative services."
The completion of the Share Distribution remains subject to
certain closing conditions set out in the Implementation Agreement,
including the receipt of certain key regulatory approvals. SNDL
continues to work with regulators to ensure that the Transaction is
in compliance with regulations in all relevant jurisdictions.
Pursuant to the Final Order and the Implementation Agreement, the
Share Distribution is expected to be completed as part of the
closing of the Transaction. Subject to the satisfaction or
waiver of all of the conditions precedent which include, but are
not limited to, the receipt of certain key regulatory approvals
from applicable provincial cannabis regulators and the Toronto
Stock Exchange, the Transaction is expected to close on or before
June 30, 2023.
ABOUT SNDL INC.
SNDL is a public company whose shares are traded on the Nasdaq
under the symbol "SNDL."
SNDL is the largest private-sector liquor and cannabis retailer
in Canada with retail banners that
include Ace Liquor, Wine and Beyond, Liquor Depot, Value Buds,
Spiritleaf, and Firesale Cannabis. SNDL is a licensed cannabis
producer and one of the largest vertically integrated cannabis
companies in Canada specializing
in low-cost biomass sourcing, premium indoor cultivation, product
innovation, low-cost manufacturing facilities, and a cannabis
brand portfolio that includes Top Leaf, Contraband, Citizen Stash,
Sundial Cannabis, Palmetto, Bon Jak, Spiritleaf Selects, Versus
Cannabis, Value Buds, Vacay, Grasslands and Superette. SNDL's
investment portfolio seeks to deploy strategic capital through
direct and indirect investments and partnerships throughout the
global cannabis industry. For more information on SNDL, please go
to www.sndl.com.
Forward-Looking Information
Cautionary Statement
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"), including, but not
limited to, statements regarding the Company's plans related to the
Share Distribution, the meaning of the term "lot" determined by the
SNDL Board and the timing of such determination, the proposed
completion of the Share Distribution and the timing thereof,
the satisfaction and/or waiver of the conditions precedent to
completing the Share Distribution and/or any other part of the
Transaction (and/or the timing thereof), and the anticipated
closing date of the Transaction. Forward-looking statements are
frequently characterized by words such as "plan", "continue",
"expect", "project", "intend", "believe", "anticipate",
"estimate", "likely", "outlook", "forecast", "may", "will",
"potential", "proposed" and other similar words, or statements that
certain events or conditions "may" or "will" occur. These
statements are only predictions. Various assumptions were used in
drawing the conclusions or making the projections contained in the
forward-looking statements throughout this news release.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements. Please see "Item
3.D.—Risk Factors" in the Company's annual report on Form 20-F,
filed with the Securities and Exchange Commission ("SEC") on
April 24, 2023, and the risk factors
included in our other SEC filings for a discussion of the material
risk factors that could cause actual results to differ materially
from the forward-looking information. The Company is under no
obligation, and expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable law.
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SOURCE Sundial Growers Inc.