Full Press Release Details
Sundial Growers and Alcanna Inc. Announce the
Agreement to Revised Consideration Under the Proposed Plan of Arrangement
CALGARY, AB and EDMONTON, AB, Jan. 6, 2022 /CNW/ -
Sundial Growers Inc. (NASDAQ: SNDL) ("Sundial") and Alcanna Inc. (TSX: CLIQ) ("Alcanna") announce that
Sundial has agreed to improve the consideration to be provided to Alcanna shareholders (the "Alcanna Shareholders") for
their common shares of Alcanna (each, an "Alcanna Share") pursuant to the previously announced plan of arrangement under
the Canada Business Corporations Act (the "Arrangement") by including a cash component.
Sundial and Alcanna have amended the arrangement agreement
dated October 7, 2021 (the "Arrangement Agreement") to reflect the revised consideration, which provides that Alcanna
Shareholders will receive, for each Alcanna Share held, 8.85 common shares of Sundial (each whole share, a "Sundial Share")
and $1.50 in cash consideration (the "Revised Consideration"). The Revised Consideration represents a change from all
share consideration to a cash and share consideration mix. Based on this exchange ratio, the amount of cash consideration and the
closing price of Sundial Shares on January 5, 2022 (converted to CAD$), the Revised Consideration represents a deemed value of approximately
$8.43 per Alcanna Share (in comparison to a deemed value of approximately $8.37 per Alcanna Share as at January 5, 2022 pursuant to the
prior consideration to be received under the Arrangement of 10.69 Sundial Shares for each Alcanna Share).
The deemed value implies an approximate 15.3% premium
from the closing price of Alcanna Shares on the Toronto Stock Exchange as of January 5, 2022.
SPECIAL MEETING OF ALCANNA SHAREHOLDERS AND REVISED
The special meeting of Alcanna Shareholders remains
scheduled on January 7, 2022 at 10 a.m. (Mountain Time) (the "Meeting") whereby Alcanna Shareholders will be asked to
consider, and if deemed advisable, to pass a special resolution approving the Arrangement, as amended (the "Arrangement Resolution").
The Meeting is to be held in a virtual-only live audio webcast via https://web.lumiagm.com/213163286 (password "Alcanna 2021"
Alcanna's board of directors, in consultation with
its legal and financial advisors, has unanimously approved the Revised Consideration and the amendment to the Arrangement Agreement and
recommends that Alcanna Shareholders vote "FOR" the Arrangement Resolution.
The record date for determining the Alcanna Shareholders
eligible to vote at the Meeting remains 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 submit or
amend their vote until a revised proxy cutoff time of 6:30 a.m. (MT) on January 7, 2022.
Alcanna will file a material change report describing
the amendments to the Arrangement (the "Material Change Report") on Alcanna's SEDAR profile at www.sedar.com and on Alcanna's
website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials.The Material Change Report, which will include a copy of this news
release, will be deemed to be incorporated by reference in Alcanna's management information circular dated November 9, 2021 (the "Circular")
and the Circular shall be deemed to be amended to reflect the amended terms set out in this news release in accordance with the interim
order of the Court of Queen's Bench of Alberta dated November 9, 2021 (the "Interim Order"). The Circular and related
meeting and proxy materials (together with the Circular, the "Meeting Materials") 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
Additionally, a copy of the amending agreement dated
January 6, 2022 (the "Amending Agreement") to the Arrangement Agreement will be filed shortly today and will be available
under Alcanna's profile on SEDAR at www.sedar.com. The amendment to the Arrangement Agreement includes an updated version of the
plan of arrangement (the "Plan of Arrangement"), which reflects required revisions to account for the Revised Consideration.
Except as described in this news release, the elements
of the Arrangement remain as described in the Circular, in all material respects. Notwithstanding anything to the contrary, all summaries
of, and references to, the Arrangement in this news release are qualified in their entirety by reference to the complete text of the Plan
of Arrangement (as amended), a copy of which will be attached to the Material Change Report.
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 6:30 a.m. (Mountain Time) on January 7, 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.
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 Group
North American Toll-Free Number: 1-877-452-7184
Outside of North America Collect Calls Number: 416-304-0211
Email: assistance@laurelhill.com
CERTAIN TAX CONSIDERATIONS
THE REVISED CONSIDERATION IS EXPECTED TO HAVE income
tax consequences to Alcanna Shareholders which are different than those described in the Circular. OF PARTICULAR NOTE, THE DISPOSITION
OF ALCANNA SHARES BY SHAREHOLDERS UNDER THE ARRANGEMENT WILL NOT QUALIFY FOR AN AUTOMATIC TAX-DEFERRED ROLLOVER FOR CANADIAN FEDERAL INCOME
TAX PURPOSES AND U.S. FEDERAL INCOME TAX PURPOSES. ALCANNA SHAREHOLDERS SHOULD REFER TO THE MATERIAL CHANGE REPORT THAT WILL BE
FILED ON ALCANNA'S SEDAR profile AT WWW.SEDAR.COM And TO BE MADE AVAILABLE on Alcanna's website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials
FOR UPDATED TAX DISCLOSURE SET OUT THEREIN UNDER THE HEADINGS "CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" AND
"CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS" WHICH SUPERSEDES IN ITS ENTIRETY THE TAX DISCLOSURE SET OUT UNDER THE
HEADINGS "CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" AND "CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS"
IN THE CIRCULAR. SHAREHOLDERS ARE ADVISED TO DISREGARD THE SECTIONS OF THE CIRCULAR WITH THE HEADINGS "CERTAIN CANADIAN FEDERAL INCOME
TAX CONSIDERATIONS" AND "CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS" AND TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
THE PARTICULAR CANADIAN INCOME TAX CONSEQUENCES AND UNITED STATES INCOME TAX CONSEQUENCES TAX CONSEQUENCES TO THEM OF THE ARRANGEMENT
IN LIGHT OF THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY OTHER RELEVANT FOREIGN, PROVINCIAL,
STATE, LOCAL, OR OTHER TAXING JURISDICTION.
About Sundial Growers Inc.
Sundial is a public company with the 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,
AB, with operations in Olds and Rocky View County, Alberta, Canada. For more information on Sundial, please go to www.sndlgroup.com.
Alcanna is one of the largest private sector retailers