EDMONTON, Alberta, Jan. 07, 2022 (GLOBE NEWSWIRE) — Alcanna Inc. (“Alcanna” or the “Company” or “CLIQ“) (TSX: CLIQ) is pleased to announce the voting results of the special meeting (the “Meeting“) of holders (“Alcanna Shareholders“) of Alcanna’s common shares (each, an “Alcanna Share“) held earlier today. At the Meeting, Alcanna Shareholders voted in favour of a special resolution (the “Arrangement Resolution“) to approve the proposed plan of arrangement (the “Arrangement“) under Section 192 of the Canada Business Corporations Act (the “CBCA“), involving the acquisition of all of the issued and outstanding Alcanna Shares by Sundial Growers Inc. (“Sundial“), pursuant to the arrangement agreement dated October 7, 2021, as amended on January 6, 2021 (the “Arrangement Agreement“). In accordance with the terms of the Arrangement Agreement, as amended, Alcanna Shareholders will receive 8.85 common shares of Sundial (each whole share, a “Sundial Share“) and $1.50 in cash (the “Revised Consideration“) in exchange for each Alcanna Share held following closing of the Arrangement.
The Arrangement Resolution required the approval of: (i) not less than two-thirds (66 2/3%) 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 on the Arrangement Resolution by Alcanna Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding votes attached to Alcanna Shares required to be excluded for obtaining majority of the minority approval at the Meeting (the “Majority of the Minority Vote“) pursuant to Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Alcanna Shareholders approved the Arrangement Resolution with 90.04% of the votes cast at the Meeting in favour of the Arrangement (89.51% pursuant to the Majority of the Minority Vote in accordance with MI 61-101).
The Arrangement remains subject to receipt of a final order (the “Final Order“) of the Court of Queen’s Bench of Alberta (the “Court“) with respect to the Arrangement and certain other customary closing conditions, including certain approvals required under applicable provincial liquor and cannabis legislation. Subject to the receipt of the Final Order, all required regulatory approvals and satisfaction of all closing conditions, the Arrangement is expected to be completed during the first quarter of 2022.
“The support from Alcanna shareholders—over 90% of the votes—clearly demonstrates the value of Sundial’s offer. Sundial’s best-in-class balance sheet with approximately $1.1 billion in cash and investments ($0.55/sh) provides the foundation for ongoing value creation and growth that Sundial has seen over the past two years under Zach George’s leadership,” said James Burns, Vice Chair and Chief Executive Officer of Alcanna. “The prospects for our Ace Discount Liquor and Wine and Beyond banners are even more positive as part of the larger Sundial group.”
“Alcanna’s regulated product distribution platform will strengthen Sundial’s operations, portfolio, and cash flow profile. We are humbled by the support of Alcanna shareholders and look forward to working with the team at Alcanna to create a best-in-class company focused on delighting consumers and delivering value to all stakeholders,” said Zach George, Chief Executive Officer of Sundial.
DETAILED VOTING RESULTS
The voting results from the Meeting are as follows:
|Total Alcanna Shares issued and outstanding at record date (November 9, 2021)||36,226,143|
|Total Alcanna Shares represented at the Meeting in person (virtually) and by proxy||23,159,025|
|Percentage of Alcanna Shares represented at the Meeting||63.93||%|
|Alcanna Shareholders (Majority of Minority)||19,692,771||89.51||2,307,383||10.49|
Details of voting results will be filed under Alcanna’s profile on SEDAR at www.sedar.com.
Paradigm Capital Inc. (“Paradigm“) has provided the special committee of the Alcanna board of directors with an updated fairness opinion which states that, in the opinion of Paradigm, as of January 7, 2022, and subject to the assumptions, limitations, qualifications and other matters set forth in the fairness opinion, the Revised Consideration to be received by the Alcanna Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Alcanna Shareholders.
Alcanna will apply to the Court for the Final Order at 3:00 p.m. (Mountain time) on January 18, 2022. Alcanna Shareholders or other interested parties have the ability to appear (virtually) and make submissions in respect of the Final Order upon proper service upon Alcanna of a notice of appearance (“Notice of Intention to Appear“) setting out the address for service of such Alcanna Shareholder (or an email address for service by electronic mail) and indicating whether such Alcanna Shareholder intends to support or oppose or make submissions (virtually) before the Court at the Final Order and any evidence or materials which are to be presented to the Court.
The interim order of the Court in respect of the Arrangement (the “Interim Order“) set the deadline to submit a Notice of Intention to Appear as five business days prior to the Meeting. In light of the Revised Consideration being offered to Alcanna Shareholders, Alcanna and Sundial do not intend to rely upon such deadline to oppose the appearance of an Alcanna Shareholder or other interested party at the hearing of the Final Order that properly effects service of any Notice of Intention to Appear on or before 4:00 p.m. (Mountain time) on January 14, 2022 by delivery to Alcanna’s solicitors at the address set forth below. Further information on how to submit a Notice of Intention to Appear is set forth in Alcanna’s information circular and proxy statement dated November 9, 2021 (the “Circular“).
In light of the Revised Consideration being offered to Alcanna Shareholders, additionally, Alcanna and Sundial wish to provide registered Alcanna Shareholders with additional time to exercise rights to Dissent (“Dissent Rights“). In making the application for the Final Order discussed above, Alcanna and Sundial will request that the Court honour an extension of the deadline to exercise Dissent Rights to 4:00 p.m. (Mountain Time) on January 14, 2022. The granting of such an extension will be subject to Court approval.
Registered Alcanna Shareholders who have voted against the Arrangement Resolution have the right to dissent (“Dissent Rights“) with respect to the Arrangement Resolution as further described in the Plan of Arrangement (as amended) and the Interim Order, and if the Arrangement becomes effective, to be paid the fair market value for their Alcanna Shares as determined by the Court. A registered Alcanna Shareholder that wishes to exercise its Dissent Rights must send to Alcanna a written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA, which written objection must be received by Alcanna c/o Bennett Jones LLP, Suite 4500, 855 – 2nd Street S.W., Calgary, Alberta, T2P 4K7, Attention: Justin R. Lambert / Jon C. Truswell and must otherwise strictly comply with Section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement. Subject to approval of the Court in the Final Order, Alcanna intends to honour any exercise of Dissent Rights by an Alcanna Shareholders properly received prior to 4:00 p.m. (Mountain time) on January 14, 2022.
Registered Alcanna Shareholders’ Dissent Rights are more particularly described in the Circular, and a copy of the Interim Order and the text of Section 190 of the CBCA are set forth in Appendix “C” and Appendix “G”, respectively, to the Circular. Failure to strictly comply with the requirements set forth in Section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any Dissent Right.
NEW LETTER OF TRANSMITTAL
Due to the Revised Consideration payable to Alcanna Shareholders, Alcanna intends to provide Alcanna Shareholders with a new letter of transmittal. The new letter of transmittal will be made available to Alcanna Shareholders as soon as practicable following the Meeting, including under Alcanna’s profile on SEDAR at www.sedar.com and on Alcanna’s website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials and will be mailed to Alcanna Shareholders. Alcanna Shareholders should disregard the letter of transmittal previously provided to Alcanna Shareholders with the Circular. Alcanna Shareholders that have previously deposited a letter of transmittal will be required to complete a new letter of transmittal and resubmit it to Odyssey Trust Company, the depositary in respect of the Arrangement. If Alcanna Shareholders have questions about submitting the new letter of transmittal, please contact Odyssey Trust Company by email at firstname.lastname@example.org 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 majority-owned subsidiary, Nova Cannabis Inc. (TSX: NOVC), also operates 74 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.
ABOUT SUNDIAL GROWERS INC.
Sundial is a public company with Sundial Shares traded on Nasdaq under the symbol “SNDL”. Its 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, Sundial’s ‘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.
Sundial’s investment operations seek to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry.
Sundial is proudly Albertan, headquartered in Calgary, Alberta, with operations in Olds and Rocky View County, Alberta, Canada. For more information on Sundial, please go to www.sndlgroup.com.
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 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 the Final Order of the Court in connection with the Arrangement and the anticipated timing thereof, including the approval by the Court of any Dissent Rights and Notice of Intention to Appear received prior to the above-stated deadline. 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: 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, 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 and Court approvals; 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.
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.
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 Alcanna’s management information circular and proxy statement dated November 9, 2021 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 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.
Vice Chair & Chief Executive Officer