Alcanna Inc. ("Alcanna" or the "Company") (TSX: CLIQ) today
announced that pursuant to the terms of the Arrangement Agreement
(as defined below) and the interim order of the Court of the
Queen’s Bench of Alberta dated November 9, 2021 (the "Interim
Order"), Alcanna and Sundial Growers Inc. (NASDAQ: SNDL)
("Sundial") have agreed to postpone the special meeting (the
“Meeting”) of Alcanna shareholders (the “Alcanna Shareholders”) to
consider, and if deemed advisable, to pass the special resolution
(the “Arrangement Resolution”) to approve the proposed plan of
arrangement (the “Arrangement”) with Sundial originally scheduled
to be held at 10:00 a.m. (Mountain Time) on December 14, 2021 to
10:00 a.m. (Mountain Time) on January 7, 2022.
ALCANNA BOARD
RECOMMENDATION TO VOTE “FOR” THE ARRANGEMENT
RESOLUTION
The board of directors of Alcanna, having
received a unanimous recommendation from a special committee
comprised solely of independent directors of Alcanna, and after
careful consideration of various factors, in consultation with its
financial and legal advisors, including receipt of a fairness
opinion from Paradigm Capital Inc. dated October 7, 2021, has
determined that the Arrangement is in the best interests of Alcanna
and is fair to Alcanna Shareholders, and unanimously recommends
Alcanna Shareholders vote “FOR” the Arrangement
Resolution.
PROXY ADVISORY FIRMS ISS AND GLASS
LEWIS RECOMMEND TO VOTE “FOR” THE ARRANGEMENT
RESOLUTION
Leading proxy advisory firms, Institutional
Shareholder Services Inc. and Glass Lewis & Co., LLC have each
recommended that Alcanna Shareholders vote "FOR"
the Arrangement Resolution.
MEETING DETAILS
The record date for determining the shareholders
eligible to vote at the Meeting will remain 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 amend their
vote until the cutoff time of 10:00 a.m. (Mountain Time) on January
5, 2022. As a result of the postponement of the Meeting, in order
for a registered Alcanna Shareholder to exercise a right of dissent
(such shareholder, a "Dissenting Shareholder"), to which it is
entitled under section 190 of the Canada Business Corporations Act,
as modified by the plan of arrangement and the Interim Order such
Dissenting Shareholders must now exercise their rights to dissent
not later than 5:00 p.m. (Mountain Time) on December 30, 2021, or
5:00 p.m. (Mountain Time) on the day that is five business days
immediately preceding the date of any subsequent adjournment or
postponement of the Meeting, as the case may be.
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"),
on and subject to the terms and conditions of the Arrangement
Agreement. In accordance with the terms of the Arrangement, Alcanna
Shareholders will receive 10.69 common shares in the capital of
Sundial (each whole share, a "Sundial Share") for each Alcanna
Share held.
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 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.
POSTPONED SPECIAL MEETING TO BE HELD ON
JANUARY 7, 2022
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 10:00 a.m. (Mountain Time) on
January 7, 2022, whereby Alcanna Shareholders will be asked to
consider, and if deemed advisable, to pass the Arrangement
Resolution. 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.
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 10:00 a.m. (Mountain Time)
on January 5, 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 GroupNorth American
Toll-Free Number: 1-877-452-7184Outside of North America Collect
Calls Number: 416-304-0211 Email: assistance@laurelhill.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. 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 date
and timing of the Meeting; 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 related to
the Arrangement 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 related agreements, 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; 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.
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 BurnsVice Chair & Chief Executive
Officer Alcanna Inc.(587) 460-1026
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