CALGARY, AB, Dec. 8, 2021 /PRNewswire/ - Sundial Growers Inc.
(NASDAQ: SNDL) ("Sundial" or the "Company") is
issuing this press release to reiterate its commitment to the
proposed plan of arrangement (the "Arrangement") with
Alcanna Inc. (TSX: CLIQ) ("Alcanna") as previously announced
on October 7, 2021.
SUNDIAL'S COMMITMENT TO THE CONSIDERATION OFFERED FOR THE
ARRANGEMENT AND ISS RECOMMENDATION
Sundial is committed to the existing consideration offered to
Alcanna shareholders whereby Alcanna's shareholders will receive,
for each common share of Alcanna (each, an "Alcanna Share")
held, 10.69 common shares of Sundial (each whole share, a
"Sundial Share"). Based on this fixed exchange ratio
and the closing price of Sundial Shares on December 7, 2021, the consideration represents a
deemed value of approximately $8.08
per Alcanna Share. This value implies an 11% premium from the
closing price of Alcanna Shares on the TSX as of December 7, 2021. At this implied price and based
on Sundial's 30-day average trading volumes as of December 7, 2021, it would take approximately 3
days of liquidity for holders of Alcanna Shares to dispose of all
Sundial Shares received pursuant to the Arrangement.
Additionally, Institutional Shareholder Services Inc.
("ISS"), a leading independent proxy advisory firm, has
recommended that Alcanna shareholders vote "FOR" the resolution
approving the Arrangement (the "Arrangement Resolution") at
Alcanna's special meeting of shareholders (the
"Meeting")
Commenting on the Arrangement, Sundial's CEO Zach George stated, "Despite recent market
volatility, we remain committed to our plan of arrangement with
Alcanna. This plan received the unanimous support of Alcanna's
board and management, in addition to the support of global
governance advisor ISS. Sundial shareholders demand discipline when
it comes to capital deployment, and our strong capital base is in
high demand in the current environment, which is seeing increasing
levels of financial distress. We respect the right of Alcanna
shareholders to vote for or against the Arrangement at the upcoming
meeting."
The Meeting is to be held in a virtual-only live audio webcast
via https://web.lumiagm.com/213163286 (password "Alcanna 2021"
(case sensitive)) at 10 a.m. (Mountain
Time) on December 14, 2021,
whereby Alcanna shareholders will be asked to consider, and if
deemed advisable, to pass the Arrangement Resolution.
This news release is in no way intended to, and does not,
constitute a solicitation of proxies or votes in relation to the
Meeting nor does it provide a recommendation for shareholders of
Alcanna to vote for, against or to abstain from voting with respect
to the Arrangement Resolution.
Additional Information
Further
information regarding the Arrangement is contained in the
management information circular and proxy statement dated
November 9, 2021 ("Circular")
that Alcanna has filed under its SEDAR profile at www.sedar.com on
November 16, 2021 in connection with
the Meeting, as well as the press releases of Sundial and Alcanna
dated October 7, 2021 and the press
release of Alcanna dated November 16,
2021.
About Sundial Growers Inc.
Sundial is a public company with the Sundial Shares traded on
Nasdaq under the symbol "SNDL". Our 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, our '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.
Our investment operations seek to deploy strategic capital
through direct and indirect investments and partnerships throughout
the global cannabis industry.
We are 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.
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
shareholders of Alcanna; 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; 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.