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
corp.actions@odysseytrust.com 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 BurnsVice Chair & Chief Executive
Officer Alcanna Inc. (587) 460-1026
Alcanna (TSX:CLIQ)
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