Alcanna Inc. ("
Alcanna" or the
"
Company") (TSX: CLIQ) announces today that by
mutual agreement with Sundial Growers Inc.
("
Sundial"), they are extending the outside date
for closing the transaction (the "
Arrangement")
contemplated under the arrangement agreement between Sundial and
Alcanna dated October 7, 2021, and amended on January 6, 2022 (the
"
Arrangement Agreement"), to March 30, 2022 in
accordance with terms of the Arrangement Agreement.
Alcanna and Sundial agreed to extend the outside
date to complete the required closing matters contemplated by the
Arrangement Agreement. Completion of the Arrangement remains
subject to certain other customary closing conditions as further
described in the Arrangement Agreement, including the receipt of
certain regulatory approvals required under applicable provincial
liquor and cannabis legislation. The parties expect that the
Arrangement will close on or before March 30, 2022.
Pursuant to the Arrangement Agreement and the
amended terms of the plan of arrangement attached thereto, Sundial
has agreed to acquire all of the issued and outstanding common
shares in the capital of Alcanna (the "Alcanna
Shares") from the holders of Alcanna Shares
("Alcanna Shareholders"). Following completion of
the Arrangement, each Alcanna Shareholder will be entitled to
receive, in exchange for each Alcanna Share held: (i) 8.85 common
shares (each whole share, a "Sundial Share") in
the capital of Sundial (the "Share
Consideration"); and (ii) $1.50 in cash (together with the
Share Consideration, the "Revised Consideration").
Following the completion of the Arrangement, the Alcanna Shares are
expected to be delisted from the Toronto Stock Exchange (the
"TSX").
SUBMISSION OF AMENDED AND RESTATED
LETTER OF TRANSMITTAL
Following completion of the Arrangement, each
Alcanna Shareholder will cease 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 Alcanna
Shareholder pursuant to the Plan of Arrangement.
As previously announced, Alcanna has mailed an
amended and restated letter of transmittal to 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 registered Alcanna Shareholders. Alcanna Shareholders
that do 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 upon
completion of the Arrangement.
In order to receive the Revised Consideration
under the Arrangement, 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 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.
ADDITIONAL INFORMATION
The Arrangement Agreement, including further
information on the conditions precedent to completion of the
Arrangement, are 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.
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 76 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 satisfaction or
waiver of all of the remaining conditions precedent to completion
of the Arrangement, including the receipt of all regulatory
approvals; the anticipated completion of the Arrangement and timing
thereof; the rights of Alcanna Shareholders upon completion of the
Arrangement; the de-listing of the Alcanna Shares from the TSX and
the timing thereof. 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
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 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 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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