EDMONTON, Alberta, March 31, 2022 (GLOBE NEWSWIRE) — Alcanna Inc. (”
Alcanna
” or the ”
Company
“) (TSX: CLIQ) announces today the completion of the previously announced plan of arrangement (the ”
Arrangement
“) with Sundial Growers Inc. (”
Sundial
“) (NASDAQ: SNDL) 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 dated January 6, 2022 (the ”
Arrangement Agreement
“).
Pursuant to the Arrangement Agreement and the amended terms of the plan of arrangement attached thereto, Sundial acquired all of the issued and outstanding common shares in the capital of Alcanna (the ”
Alcanna Shares
“) from the holders of Alcanna Shares (”
Alcanna Shareholders
“), for total consideration of approximately $320 million consisting of cash and common shares in the capital of Sundial (”
Sundial Shares
“). Pursuant to the Arrangement Agreement, each former Alcanna Shareholder is entitled to receive, in exchange for each Alcanna Share held: (i) 8.85 Sundial Shares (the ”
Share Consideration
“); and (ii) $1.50 in cash (”
Cash
Consideration
” together with the Share Consideration, the ”
Revised Consideration
“) which was revised by the amending agreement on January 6, 2022 to include both Share Consideration and Cash Consideration. Following completion of the Arrangement, former Alcanna Shareholders will hold approximately 13.4% of the issued and outstanding Sundial Shares.
The Alcanna Shares are expected to be delisted from the Toronto Stock Exchange (the ”
TSX
“) at the close of business on April 1, 2022. It is expected that Alcanna will submit an application to cease to be a reporting issuer and to otherwise terminate its public company reporting requirements as soon as possible after delisting.
The Arrangement Agreement is described in the management information circular and proxy statement of Alcanna dated November 9, 2021 (collectively, the ”
Circular
“), and the material change report of Alcanna dated January 6, 2022, 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
.
SUBMISSION OF AMENDED AND RESTATED LETTER OF TRANSMITTAL
Following completion of the Arrangement, each Alcanna Shareholder ceased to be an Alcanna Shareholder and to have any rights in respect of their Alcanna Shares other than to receive the Revised Consideration payable to such former Alcanna Shareholder pursuant to the Plan of Arrangement.
As previously announced, Alcanna has mailed an amended and restated letter of transmittal to former registered Alcanna Shareholders to receive the Revised Consideration upon completion of the Arrangement. The amended and restated letter of transmittal is also 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 former registered Alcanna Shareholders. Former Alcanna Shareholders that did 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 following completion of the Arrangement.
In order to receive the Revised Consideration under the Arrangement, former registered Alcanna Shareholders must 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. If former 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 strategic partner, Nova Cannabis Inc. (TSX: NOVC), also operates 78 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
.
FORWARD-LOOKING STATEMENTS
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 de-listing of the Alcanna Shares from the TSX and the timing thereof; and Alcanna’s intentions to submit an application to cease to be a reporting issuer and to otherwise terminate its public company reporting requirements. 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: 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; 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 former 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.
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, 2021 dated March 29, 2022 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.
CONTACT INFORMATION
James Burns
Vice Chair & Chief Executive Officer
Alcanna Inc.
(587) 460-1026
