Alcanna Inc. to be Acquired by Sundial Growers Inc.

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All quantities in Canadian {dollars} except in any other case said

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EDMONTON, Alberta, Oct. 07, 2021 (GLOBE NEWSWIRE) — Alcanna Inc. (the “Firm” or “Alcanna”) (TSX: CLIQ) is happy to announce that it has entered into an association settlement (the “Settlement”) with Sundial Growers Inc. (“Sundial”) (NASDAQ: SNDL) pursuant to which Sundial will purchase all the issued and excellent frequent shares of Alcanna for $9.12 per share for absolutely diluted consideration of roughly $346 million (the “Transaction”).

Below the phrases of the Settlement, Alcanna shareholders will obtain, for every Alcanna frequent share held, 10.69 Sundial frequent shares (the “Change Ratio”) (primarily based on the quantity weighted common value (“VWAP”) of Sundial frequent shares on the Nasdaq for the 10-day interval ending October 6, 2021 and transformed to Canadian {dollars}). Upon closing, current Alcanna shareholders will personal roughly 16% of the excellent Sundial frequent shares.

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“This transaction represents speedy worth creation for our shareholders in addition to a significant possession place in a big and quickly rising diversified firm,” mentioned James Burns, Vice Chair and Chief Government Officer of Alcanna. “Having reviewed varied strategic alternate options for Alcanna over the previous 18 months, I’m assured that the transaction with Sundial presents one of the best different for Alcanna.”

“We’re excited to welcome Alcanna into the Sundial group,” mentioned Zach George, Chief Government Officer of Sundial. “Alcanna’s secure and rising money movement profile and greatest at school retail operations experience will additional speed up our retail development technique and in addition permit us to focus extra administration effort on our quickly increasing funding arm.”

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KEY TRANSACTION HIGHLIGHTS

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TRANSACTION DETAILS

The Transaction will likely be carried out by the use of a court-approved plan of association underneath the Canada Enterprise Companies Act, pursuant to which Sundial will purchase all the issued and excellent frequent shares of Alcanna. The implementation of the Transaction will likely be topic to the approval of not less than two -thirds of the votes forged by Alcanna shareholders at a particular assembly anticipated to be convened by Alcanna in December 2021 (the “Assembly”), in addition to requisite majority of the minority approval underneath Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions. The closing of the Transaction, which is predicted to be in December 2021 or within the first quarter of 2022, can also be topic to customary circumstances for transactions of this nature, together with the itemizing of the Sundial shares issuable pursuant to the Transaction, the receipt of the relevant orders from the Court docket of Queen’s Bench of Alberta and relevant regulatory approvals, together with underneath the Competitors Act (Canada) and the relevant provincial liquor and hashish regulators.

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The Settlement supplies for, amongst different issues, customary assist and non-solicitation covenants from Alcanna, together with customary “fiduciary out” provisions that permit Alcanna to simply accept a superior proposal in sure circumstances and a five-business day “proper to match interval” in favour of Sundial. The Settlement additionally supplies for the cost of a termination price of $10 million payable to Sundial from Alcanna within the occasion the Transaction is terminated in sure specified circumstances. All administrators and government officers of Alcanna who personal frequent shares of the Firm, in addition to sure different shareholders collectively holding roughly 12% of the Alcanna shares, have entered into voting assist agreements with Sundial pursuant to which, amongst different issues, the events have agreed to vote their Alcanna shares in favour of the Transaction.

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A full description of the Transaction will likely be set forth within the administration info round of Alcanna, which will likely be mailed to Alcanna shareholders in reference to the Assembly, and filed on the System for Digital Doc Evaluation and Retrieval (SEDAR) underneath Alcanna’s profile at www.sedar.com.

Not one of the securities to be issued pursuant to the Settlement have been or will likely be registered underneath america Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities legal guidelines, and any securities issued within the Transaction to shareholders resident in america are anticipated to be issued in reliance upon accessible exemptions from such registration necessities pursuant to Part 3(a)(10) of the U.S. Securities Act and relevant exemptions underneath state securities legal guidelines. This information launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase any securities.

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ALCANNA BOARD APPROVAL

Alcanna’s board of administrators has unanimously authorized the Transaction after receiving the unanimous advice of the particular committee of unbiased administrators (the “Particular Committee”). Alcanna’s board of administrators has unanimously resolved to advocate that Alcanna shareholders vote in favour of the Transaction.

Paradigm Capital Inc. has supplied a equity opinion to the board of administrators of Alcanna that, topic to the assumptions, limitations and {qualifications} set out in such equity opinion, the consideration to be obtained by Alcanna shareholders pursuant to the Transaction is honest, from a monetary perspective, to Alcanna shareholders.

TAX TREATMENT

Canadian taxable resident shareholders of Alcanna will obtain frequent shares in Sundial on a tax-deferred rollover foundation for Canadian revenue tax functions, and different shareholders will usually not be topic to Canadian revenue tax.

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ADVISORS

Cormark Securities Inc. is appearing as monetary advisor to the particular committee of Alcanna and Clark Wilson LLP is appearing as authorized counsel to the particular committee of Alcanna, and Bennett Jones LLP is appearing as authorized counsel to Alcanna.

ATB Capital Markets Inc. is appearing as monetary advisor to Sundial and McCarthy Tétrault LLP is appearing as authorized counsel to Sundial.

ABOUT ALCANNA INC.

Alcanna is likely one of the largest personal sector retailers of alcohol in North America and the biggest in Canada by variety of shops – working places in Alberta and British Columbia. The Firm’s majority-owned subsidiary, Nova Hashish Inc. (TSXV: NOVC), additionally operates hashish retail shops in Alberta, Ontario, and Saskatchewan. Alcanna’s frequent shares commerce on the Toronto Inventory Change underneath the image “CLIQ”. Further details about Alcanna Inc. is out there at www.sedar.com and the Firm’s web site at www.alcanna.com.

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ABOUT SUNDIAL GROWERS INC.

Sundial is a public firm with frequent shares traded on Nasdaq underneath the image “SNDL”. Sundial is a licensed producer that crafts hashish utilizing state-of-the-art indoor services. Sundial’s ‘craft-at-scale’ modular rising method, award-winning genetics and skilled growers set Sundial aside. Sundial’s Canadian operations domesticate small-batch hashish utilizing an individualized “room” method, with 448,000 sq. ft of complete accessible house. The corporate’s model portfolio contains Prime Leaf, Sundial Hashish, Palmetto and Grasslands. Sundial’s consumer-packaged items expertise allows the corporate to not simply develop high quality hashish, but in addition to create distinctive shopper and buyer experiences. Sundial is proudly Albertan, headquartered in Calgary, AB, with operations in Olds, AB, and Rocky View County, AB. For extra info on Sundial, please go to www.sndlgroup.com.

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FORWARD-LOOKING INFORMATION

This information launch incorporates forward-looking statements or info (collectively “forward-looking statements”) throughout the which means of relevant securities laws, referring to, amongst different issues, the anticipated advantages of the Transaction; the completion and timing of the Transaction; the power and expectation that following completion of the Transaction, Sundial will proceed to expertise enhanced market liquidity and development; the profitable integration of the companies of Alcanna and Sundial; Alcanna’s money movement and retail operations experience will additional speed up Sundial’s retail development technique; the power of the mixed firm to focus extra administration effort on its funding arm; and Alcanna’s operations will proceed on and develop underneath the Sundial mother or father. Ahead-looking statements are usually recognized by phrases corresponding to “proceed”, “anticipate”, “will”, “ought to”, “plan”, “intend”, and related phrases suggesting future occasions or future efficiency. All statements and data aside from statements of historic truth contained on this information launch are forward-looking statements.

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Readers shouldn’t place undue reliance on forward-looking statements included on this information launch. Ahead-looking statements are inherently topic to vary and don’t assure future efficiency and precise outcomes could differ materially from these expressed or implied by the forward-looking statements. Quite a lot of dangers, uncertainties and different components that will trigger precise efficiency and outcomes to vary materially from any estimates, forecasts or projections, or may trigger our present targets, methods and intentions to vary.

The danger components and uncertainties that would trigger precise efficiency and outcomes to vary materially from the anticipated outcomes or expectations expressed on this new launch embrace, amongst different issues: dangers referring to the completion and the timing of the Transaction; the power to finish the Transaction on the phrases contemplated by the Settlement and different agreements, together with assist agreements, or in any respect; the power of the mixed firm to comprehend the anticipated advantages from the Transaction and the timing thereof; the shortcoming of the events to meet the circumstances precedent to the Settlement, together with to safe regulatory, court docket and Alcanna shareholder approvals or objections from different stakeholders. As well as, if and when the Transaction is consummated, there will likely be dangers and uncertainties associated to the power of the mixed firm to efficiently combine the respective companies, execute on the strategic alternative, in addition to the power to make sure continued efficiency or market development of its merchandise; the period and severity of the COVID-19 pandemic on the enterprise, operations and monetary situation of the mixed firm; the danger that the mixed firm will likely be unable to execute its strategic plan and development technique, together with the capital allocation and retail hashish technique, as deliberate with out vital opposed impacts from varied components past its management; dependence on suppliers; potential delays or adjustments in plans with respect to capital expenditures and the supply of capital on acceptable phrases; dangers inherent within the liquor retail and hashish industries; competitors for, amongst different issues, clients, provide, capital and expert personnel; adjustments in labour prices and markets; incorrect assessments of the worth of acquisitions; normal financial and political circumstances in Canada (together with Alberta), and globally; trade circumstances, together with adjustments in authorities laws; fluctuations in international alternate or rates of interest; unanticipated working occasions; failure to acquire regulatory and third‐social gathering consents and approvals when required; adjustments in tax and different legal guidelines that have an effect on us and our safety holders; the potential failure of counterparties to honour their contractual obligations; inventory market volatility; and the opposite components described in Alcanna’s public filings.

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As well as, if the Transaction shouldn’t be accomplished, and every of the events will proceed as an unbiased entity, there are dangers that the announcement of the Transaction and the dedication of considerable assets of every social gathering to the completion of the Transaction may have an effect on such social gathering’s enterprise relationships, and will have a fabric opposed impact on the present and future operations, monetary circumstances and prospects of such social gathering. Readers are cautioned that this listing of danger components shouldn’t be construed as exhaustive.

The forward-looking statements contained on this information launch are made as of the date hereof. Besides as expressly require by relevant securities laws, Alcanna doesn’t undertake any obligation to publicly replace or revise any forward-looking statements, whether or not on account of new info, future occasions or in any other case. The forward-looking statements contained on this information launch are expressly certified by this cautionary assertion.

FOR FURTHER INFORMATION

James Burns
Vice Chair & Chief Government Officer
Alcanna Inc.
(587) 460-1026