Full Press Release Details
CALGARY, AB (October 7, 2021) Sundial Growers Inc. (NASDAQ: SNDL) ( Sundial or the Company ) is pleased to
announce today that it has entered into an arrangement agreement (the Agreement ) with Alcanna Inc. (TSX: CLIQ) ( Alcanna ) pursuant to which Sundial will acquire all of the issued and outstanding common shares of
Alcanna ( Alcanna Shares ) by way of a statutory plan of arrangement for total consideration of approximately $346 million (the Transaction ). For more information on the announcement, a presentation deck can
With over 25 years of experience in retailing regulated products, Alcanna is Canada s largest private liquor retailer, operating 171
locations predominantly in Alberta under its three retail brands Wine and Beyond , Liquor Depot and Ace Liquor . Alcanna s strategic partner, in which it holds an approximately 63% equity interest, Nova
Cannabis Inc. (TSX: NOVC) ( Nova ), is one of Canada s largest cannabis retailers offering a wide range of high-quality cannabis products at value prices. Nova currently operates 62 stores across Alberta, Saskatchewan and
Ontario primarily under the Value Buds and Nova Cannabis banners.
KEY TRANSACTION HIGHLIGHTS
This made-in-Alberta transaction allows Sundial to further its mission to own the customer relationship and deliver sustainable value to shareholders, said Zach George, Chief
Executive Officer of Sundial. Alcanna s value-focused model in liquor retailing has created market stability and we believe that the replication of this playbook in cannabis has strong potential to drive a similar result. We intend to
position all of our retail exposure for profitability and strive to work with Canadian licensed producers in order to delight consumers with quality cannabis products.
We believe this agreement is a testament to the value created by everyone at Alcanna and will be
beneficial to all of our stakeholders, said James Burns, Vice Chair and Chief Executive Officer of Alcanna. We have been successful at achieving customer loyalty, and operating at levels of efficiency that are industry-leading and
Sundial will provide great opportunities as a larger and significantly more liquid company. We look forward to working with Sundial to complete this transaction.
Under the terms of the Agreement, Alcanna s shareholders will receive, for each Alcanna common share held, 10.69 common shares of Sundial (each whole
share, a Sundial Share ) (based on the trailing 10-day volume-weighted average price ( VWAP ) of the Sundial Shares on the NASDAQ Capital Market prior to the date of this
press release), representing a deemed value of $9.12 per Alcanna Share. The purchase price of $9.12 per Alcanna Share represents a premium of 39% to the 10-day VWAP of the Alcanna Shares on the Toronto Stock
Exchange (the TSX ) preceding the signing of the parties non-binding letter of intent on September 1, 2021 and a premium of 23% to the
10-day VWAP of the Alcanna Shares on the TSX preceding the September 15, 2021 press release regarding recent trading activity (unaffected date). The Transaction has been unanimously approved by the boards
of directors of Sundial and Alcanna and is expected to close in December 2021 or in the first quarter of 2022.
The Transaction will be carried out by way of a court-approved plan of arrangement under the Canada Business Corporations Act, pursuant to which
Sundial will acquire all of the issued and outstanding Alcanna Shares. The implementation of the Transaction will be subject to the approval of at least two thirds of the Alcanna Shares voted by Alcanna shareholders, as well as requisite majority of
the minority approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, at a special meeting expected to be convened by Alcanna in December 2021
(the Meeting ), and the receipt of applicable orders from the Court of Queen s Bench of Alberta and applicable regulatory approvals, including under the Competition Act (Canada) and the applicable provincial liquor and
cannabis regulators.
The Agreement provides for, among other things, customary support and non-solicitation
covenants from Alcanna, including customary fiduciary out provisions that allow Alcanna to accept a superior proposal in certain circumstances and a five-business day right to match period in favour of Sundial. The Agreement
also provides for the payment of a termination fee of $10 million payable to Sundial by Alcanna in the event the Transaction is terminated in certain specified circumstances.
All directors and executive officers of Alcanna, who own common shares of Alcanna, as well as certain other shareholders collectively holding
approximately 12% of the Alcanna Shares, have entered into voting support agreements with Sundial pursuant to which, among other things, the parties have agreed to vote their Alcanna Shares in favour of the Transaction.
A full description of the Transaction will be set forth in the management information circular of Alcanna, which will be mailed to Alcanna shareholders in
connection with the Meeting, and filed on the System for Electronic Document Analysis and Retrieval (SEDAR) under Alcanna s profile at www.sedar.com.
None of the securities to be issued pursuant to the Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the
U.S. Securities Act ), or any state securities laws, and any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to
Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
ALCANNA BOARD APPROVAL
Alcanna s board of directors has unanimously approved the Transaction after receiving the unanimous recommendation of a special committee of Alcanna
directors (the Special Committee ). Alcanna s board of directors has unanimously resolved to recommend that the shareholders of Alcanna vote in favour of the Transaction.
Paradigm Capital Inc. has provided a fairness opinion to the board of directors of Alcanna that, subject to the assumptions, limitations and qualifications
set out in such fairness opinion, the consideration to be received by Alcanna shareholders pursuant to the Transaction is fair from a financial point of view to Alcanna s shareholders.
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 and Clark
Wilson LLP is acting as legal counsel to the special committee of Alcanna, and Bennett Jones LLP is acting as legal counsel to Alcanna.
Sundial is a public company with common shares traded on Nasdaq under the symbol SNDL . Sundial is a licensed producer that
crafts cannabis using state-of-the-art indoor facilities. Our
craft-at-scale modular growing approach, award-winning genetics and experienced growers set us apart. Our Canadian operations cultivate small-batch
cannabis using an individualized room approach, with 448,000 square feet of total available space. Sundial s brand portfolio includes Top Leaf, Sundial
Cannabis, Palmetto and Grasslands. Our consumer-packaged goods experience enables us to not just grow quality cannabis, but also to create exceptional consumer and customer experiences. We
are proudly Albertan, headquartered in Calgary, AB, with operations in Olds, AB, and Rocky View County, AB. For more information on Sundial, please go to www.sndlgroup.com.
Alcanna is one of the largest private sector
retailers of alcohol in North America and the largest in Canada by number of stores operating 171 locations in Alberta and British Columbia. Alcanna s strategic partner, Nova Cannabis Inc. (TSX: NOVC), also operates 62 cannabis retail
stores in Alberta, Ontario and Saskatchewan.
Additional Information
Further information regarding the Transaction will be contained in an information circular that Alcanna will prepare and mail to its shareholders in connection
with the Meeting. Investors and securityholders are urged to read the information circular once it becomes available, as it will contain important information concerning the Transaction. Investors and securityholders may obtain a copy of the
Agreement, information circular and other meeting materials when they become available at www.sedar.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 completion of the Transaction on the current terms thereof; the expected closing of the Transaction in the fourth quarter of 2021; the market value of the consideration
to be received by Alcanna s shareholders; the combined company and its focus going forward; the anticipated benefits associated with the Transaction; the Meeting expected to take place in December 2021; and Sundial s capital base
supporting Nova s expansion and opening up new market opportunities.
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 Transaction being completed on the timelines and on the terms currently anticipated; all necessary shareholder, court and regulatory
approvals being obtained on the timelines and in the manner currently anticipated; the anticipated benefits of the Transaction; the business and operations of both Sundial and Alcanna, including that each business will continue to operate in a
manner consistent with past practice and pursuant to certain industry and market conditions; the ability of Alcanna to successfully implement its strategic plans and initiatives and whether such strategic plans and initiatives will yield the
expected benefits; and the receipt by Alcanna of necessary retail liquor and retail cannabis licences, approvals and authorizations (as applicable) from regulatory authorities, and the timing thereof.
Although Sundial and Alcanna believe 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 and Alcanna 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 Alcanna and/or Sundial will derive therefrom. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, but not limited to: the risk that the Transaction is not
completed as anticipated or at all, including the timing thereof, and if completed, that the benefits thereof will not be as anticipated; the risk that necessary shareholder, court or regulatory approvals are not obtained as anticipated or at all,
and the timing thereof; the risk that the conditions to closing of the Transaction are not satisfied or waived; risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments,
including developments that may impact the closing of the Transaction as anticipated or at all; conditions in the liquor and cannabis industries; the risk that Alcanna does not receive the necessary retail liquor or cannabis approvals and/or
authorizations or that they are not able to open additional retail liquor or cannabis stores, directly or indirectly, as anticipated or at all; the ability of management to execute its business strategy, objectives and plans; the availability of
capital to fund the build-out and opening of additional retail liquor or cannabis stores; and the impact of general economic conditions and the COVID-19 pandemic in
Additional information regarding risks and uncertainties 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. 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. The forward-looking information included in
this news release is made as of the date of this news release. Alcanna and Sundial do not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, except as required by
For more information:
Pilon, Corporate Communications
Sundial Growers Inc.
Telephone: 1.587.327.2017
Email: spilon@sundialgrowers.com