-
Alcanna Shareholders who have questions about the Arrangement or need assistance with voting their shares should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 or by e-mail at
[email protected]
-
Deadline to Vote by Proxy is 10:00 AM (Mountain Time) on December 10, 2021
EDMONTON, Alberta, Dec. 09, 2021 (GLOBE NEWSWIRE) — Alcanna Inc. (”
Alcanna
” or the ”
Company
” or “
CLIQ
”) (TSX: CLIQ) is pleased to announce that leading proxy advisory firms, Institutional Shareholder Services Inc. (”
ISS
“) and Glass Lewis & Co., LLC (”
Glass Lewis
“) have each recommended that Alcanna shareholders (the ”
Alcanna Shareholders
“) vote ”
FOR
” the special resolution (the ”
Arrangement Resolution
“) to approve the proposed plan of arrangement (the ”
Arrangement
“) with Sundial Growers Inc. (NASDAQ: SNDL) (”
Sundial
“). Under the terms of the arrangement agreement between Alcanna and Sundial dated October 7, 2021 (the ”
Arrangement Agreement
“), Sundial will acquire all of the issued and outstanding common shares in the capital of Alcanna (each, an ”
Alcanna Share
“). Alcanna Shareholders will receive 10.69 common shares in the capital of Sundial (each, a ”
Sundial Share
“) for each Alcanna Share held (the ”
Consideration
“).
The terms of the Arrangement and the Arrangement Agreement are further described in Alcanna’s management information circular and proxy statement dated November 9, 2021 (the ”
Circular
“) and related meeting and proxy materials (together with the Circular, the ”
Meeting Materials
“), which were filed with the Canadian securities regulatory authorities on November 15, 2021. The Meeting Materials are also available on SEDAR under Alcanna’s profile at
www.sedar.com
and on Alcanna’s website at
https://www.alcanna.com/ALCANNA-Special-Meeting-Materials
.
PROXY ADVISORY FIRM RECOMMENDATIONS
In making its recommendation ”
FOR
” the Arrangement, ISS noted that:
The transaction makes strategic sense as the combined entity is expected to benefit from the stable cash flow profile of CLIQ’s retail liquor business while also providing for potential synergies and operational improvements to SNDL’s cannabis franchise retail business through CLIQ’s cannabis retail expertise with Nova. Shareholders will receive merger consideration in a highly liquid company, with greater than 50 times average daily trading volume than that of CLIQ during the 30-day period ended Oct. 7, 2021, with further opportunity to participate in the upside potential represented by a larger, more diversified cannabis business with a large unrestricted cash position to continue investing for growth. The terms of the transaction follow what appears to be a robust process undertaken by CLIQ whereby several types of transactions were considered or carried over the course of an approximate 18-month period.
In making its recommendation ”
FOR
” the Arrangement, Glass Lewis concluded that:
“We find the proposed merger both strategically and financially compelling, structured in a manner which imparts a generally favorable valuation for Alcanna shareholders. The board appears to have adequately considered the Company’s strategic alternatives and reasonably determined that Alcanna’s merger proposal offered a greater value relative to Alcanna’s standalone prospects…In view of these factors, we believe there is adequate strategic and financial cause for investor support at this time.”
SPECIAL MEETING ON DECEMBER 14, 2021
The special meeting of Alcanna Shareholders to consider the Arrangement (the ”
Meeting
“) is scheduled to be held at 10:00 a.m. (Mountain Time) on December 14, 2021 and will be conducted via a virtual-only live audio webcast at
https://web.lumiagm.com/213163286
. At the Meeting, Alcanna Shareholders will be asked to consider, and if deemed advisable, to pass the Arrangement Resolution to approve the Arrangement. The Arrangement Resolution must be approved by: (i) not less than 66⅔% of the votes cast by Alcanna Shareholders present in person (virtually) or represented by proxy at the Meeting; and (ii) a simple majority (greater than 50%) of the votes cast by Alcanna Shareholders present in person (virtually) or represented by proxy at the Meeting excluding votes cast in respect of Alcanna Shares which are required to be excluded pursuant to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
.
The Consideration represents an acquisition price of approximately $9.12 per Alcanna Share, which represents a 39% premium to the 10-day volume weighted average trading price (”
VWAP
“) of the Alcanna Shares on the Toronto Stock Exchange (the ”
TSX
“) before September 1, 2021, being the date that Alcanna and Sundial entered into a non-binding letter of intent in respect of the Arrangement and a 23% premium to the 10-day VWAP of the Alcanna Shares on the TSX for the period preceding the September 15, 2021 press release regarding Alcanna’s trading activity.
BOARD RECOMMENDATION
The Alcanna Board of Directors, following the unanimous recommendation of a special committee of independent directors, unanimously recommends that Alcanna Shareholders vote ”
FOR
” the Arrangement Resolution.
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 are eligible to vote if you were 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 10:00 a.m. (Mountain Time) on December 10, 2021. 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: [email protected]
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 approximately 70 cannabis retail stores in Alberta, Ontario, and Saskatchewan. The 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 anticipated benefits of the Arrangement; the completion and timing of the Arrangement; the ability of the parties to satisfy all of the closing conditions and the anticipated timing for closing of the Arrangement; the receipt of requisite approvals of the Alcanna Shareholders and the Court of Queen’s Bench of Alberta (the ”
Court
“) in connection with the Arrangement and the anticipated 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.
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.
The risk factors and uncertainties that could cause actual performance and results to differ materially from the anticipated results or expectations expressed in this new release 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 and other agreements, including the agreements (each, a ”
Support Agreement
“) between Ace Liquor Corporation and all of the directors and executive officers of Alcanna who own Alcanna Shares (collectively, the ”
Supporting Shareholders
“), and Sundial, pursuant to which such Supporting Shareholders have agreed, on the terms and conditions specified in the Support Agreements, to vote their Alcanna Shares ”
FOR
” the Arrangement Resolution, 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, Court and approvals of the Alcanna Shareholders; 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.
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 (the ”
SEC
“) 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.
FOR FURTHER INFORMATION
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 news release is being made in respect of the proposed Arrangement involving Alcanna and Sundial pursuant to the terms of the Arrangement Agreement.
Alcanna will file other relevant materials in connection with the Arrangement with the applicable securities regulatory authorities. Alcanna Shareholders are urged to carefully read the Circular (including any amendments or supplements to such documents), and other Meeting Materials, before making any voting decision with respect to the Arrangement because they contain important information about the Arrangement and the parties thereto. Copies of the Meeting Materials may be found on Alcanna’s SEDAR profile at
www.sedar.com
and on Alcanna’s website at
https://www.alcanna.com/ALCANNA-Special-Meeting-Materials
. Alcanna Shareholders can obtain additional information about Sundial, including materials incorporated by reference into the Circular, without charge, on the SEC’s website at
www.sec.gov
or from Sundial’s profile on SEDAR at
www.sedar.com
.
James Burns
Vice Chair & Chief Executive Officer
Alcanna Inc.
(587) 460-1026
