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Sundial Growers Completes Acquisition of Alcanna Sundial is now the largest private sector cannabis and liquor retailer in Canada CALGARY, AB

Key Takeaway: Sundial Growers Completes Acquisition of Alcanna is now the largest private sector cannabis and liquor retailer in Canada CALGARY, AB, March 31, 2022 /CNW/ - Sundial Growers Inc. (Nasdaq: SNDL) ("Sundial" or the "Company") is pleased to announce the completion of the previousl

Full Press Release Details

Sundial Growers Completes Acquisition of Alcanna
is now the largest private sector cannabis and liquor retailer in Canada
CALGARY, AB, March 31, 2022 /CNW/ - Sundial Growers
Inc. (Nasdaq: SNDL) ("Sundial" or the "Company") is pleased to announce the completion of the previously
disclosed acquisition of all of the issued and outstanding common shares ("Alcanna Shares") of Alcanna Inc. (TSX: CLIQ)
("Alcanna") pursuant to a plan of arrangement, for total consideration of approximately $320 million consisting of cash
and common shares of Sundial ("Sundial Shares" and such acquisition, the "Transaction").
Pursuant to the Transaction, former holders of Alcanna
Shares ("Alcanna Shareholders") are entitled to receive (i) 8.85 Sundial Shares and (ii) $1.50 in cash for each Alcanna
Share (collectively, the "Consideration"). Following the Transaction, there are approximately 2.4 billion Sundial Shares
outstanding with existing Sundial shareholders holding approximately 86.6% of such Sundial Shares and former Alcanna Shareholders
holding approximately 13.4% of such Sundial Shares.
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. Alcanna's
majority-owned subsidiary, Nova Cannabis Inc. (TSX: NOVC) ("Nova"), also owns or operates a total of 78 cannabis retail
stores in Alberta, Saskatchewan and Ontario.
Transaction Highlights:
______________________________
1 Adjusted EBITDA is a non-IFRS financial measure. Further details on these measures are included in the "Non-IFRS Measures" section of this news release.
"This is an exciting day for Sundial as we become
a stronger and more capable regulated products platform. We are developing a business model that has never existed at this scale
in Canada, and are committed to continuously improving our business while delighting consumers," said Zach George, Chief Executive
Officer of Sundial. "We look forward to working closely with the team at Alcanna and applaud James Burns' leadership in repositioning
Alcanna's business and helping to develop Alcanna and Nova into first-class retail enterprises over the last several years. While the
Alcanna transaction initially appears to be a step towards diversification and vertical integration, we expect to bring focus and specialization
to the model as the cannabis industry evolves, including, for example, through potential spinoffs and consolidation of synergistic assets
into pure-play businesses. I want to thank and congratulate everyone involved for their dedication and hard work in bringing this transaction
to a successful conclusion. This is truly one of the most significant developments in the history of our two companies. The Sundial team
is humbled by the opportunity to embrace the challenges that lie ahead and remains committed to delivering sustainable value to shareholders."
The Alcanna Shares are expected to be delisted from
the Toronto Stock Exchange on or before April 4, 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.
Alcanna Shareholders whose Alcanna Shares are held
by a broker, agent or other intermediary should contact their broker or agent in respect of the exchange of their Alcanna Shares pursuant
to the Transaction. Registered holders of Alcanna Shares must deposit their certificates with a duly completed amended and restated letter
of transmittal in order to receive their Consideration pursuant to the Transaction, all as set forth in the management information circular
and proxy statement of Alcanna dated November 9, 2021, as amended by the press release of Alcanna dated December 13, 2021 and the material
change report of Alcanna dated January 6, 2022 (collectively, the "Circular"), 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. Certificates formerly
representing Alcanna Shares now represent only the right to receive the Consideration to which the holders thereof are entitled pursuant
ATB Capital Markets Inc. is acting as financial advisor
to Sundial. McCarthy T trault LLP is acting as legal counsel to Sundial.
Cormark Securities Inc. is acting as financial advisor
to Alcanna and Clark Wilson LLP is acting as legal counsel to the special committee of the board of directors of Alcanna, and Bennett
Jones LLP is acting as legal counsel to Alcanna.
A video accompanying this release is available at:
Further to the previously announced filing of its
application with the Alberta Securities Commission for a management cease trade order ("MCTO") pending the release of the Company's
anticipated delay in filing its audited consolidated financial statements for the year ended December 31, 2021, annual management's discussion
and analysis for the same period and management certifications of annual filings, it is noted that filing of the annual information form
of the Company for the year ended December 31, 2021 will also be delayed and will be reported on Form 20-F in accordance with applicable
securities laws. As previously announced, Sundial expects to report fourth quarter and full year 2021 earnings on or before
April 14, 2022 and will also file its Annual Report on Form 20-F within the applicable U.S. filing deadline. If an MCTO is issued,
Sundial intends to satisfy the provisions of the "alternative information guidelines" set out in NP 12-203, including the requirement
to file bi-weekly status reports in the form of news releases containing prescribed updating information, until the Filings are made.
An MCTO would not generally affect the ability of persons who are not directors, officers, or insiders of the Company to trade in securities
of the Company. For further details, see the Company's press release dated March 28, 2022.
ABOUT SUNDIAL GROWERS INC.
Sundial is a public company whose shares are traded
on Nasdaq under the symbol "SNDL". Its business is reported and analyzed under three operating segments: Cannabis Operations,
Cannabis Retail (which, in the next reporting period following the Transaction will become Cannabis and Liquor Retail), and Investment
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. For more information on Sundial, please go to www.sndlgroup.com.
Forward-Looking Information
This news release contains statements and information
that, to the extent that they are not historical fact, may constitute "forward-looking information" or "forward-looking
statements" within the meaning of applicable securities legislation ("forward-looking information"). Forward-looking
information is typically, but not always, identified by the use of words such as "will", "expected", "projected",
"to be" and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical
facts. Forward-looking information in this news release includes, but is not limited to, statements regarding: the combined company and
its focus going forward; the anticipated benefits associated with the Transaction; the date of delisting of the Alcanna Shares from the
Toronto Stock Exchange; the submission of Alcanna's application to cease to be a reporting issuer; a potential dividend of certain Nova
shares held by Sundial to Sundial shareholders; the anticipated synergies of the combined entity; the anticipated additional adjusted
EBITDA and other benefits of the Transaction to be realized by Sundial; the anticipated filing date of the Filings; Sundial's expectation
that it will file its Annual Report on Form 20-F within the applicable U.S. filing deadline and that it will report its fourth quarter
and full year 2021 earnings on or before April 14, 2022 and Sundial's capital and management services supporting Nova's development.
Such forward-looking information is based on various
assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the anticipated
benefits of the Transaction; the expectations with respect to the business and operations of the combined entity, including that each
business segment will continue to operate in a manner consistent with past practice and under similar industry and market conditions;
the ability of the combined entity to successfully implement its strategic plans and initiatives and whether such strategic plans and
initiatives will yield the expected benefits; adverse industry events and other conditions in the cannabis and liquor retail industries;
the ability of Sundial's management to execute its business strategy, objectives and plans including with respect to the combined entity
and Nova; the ability of the combined entity to maintain and receive additional cannabis and liquor retail licenses; the availability
of capital to finance management's business strategy, objectives and plans; future legislative, tax and regulatory developments; Sundial's
belief that its external auditor will complete its audit and release its audit opinion in a timely manner that will allow Sundial to file
its Annual Report on Form 20-F within the applicable U.S. filing deadline; that the unaudited financial statements prepared by management
of the Company will not differ materially from audited financial statements once available and the impact of the COVID-19 pandemic.
As a result, although Sundial believes that the assumptions
and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking
information because Sundial can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking
information will transpire or occur, or if any of them do so, what benefits Sundial will derive therefrom.
The forward-looking information contained in this
news release is made as of the date hereof. Except as expressly required by applicable securities laws, Sundial does not undertake any
Last updated: Mar 31, 2022