CALGARY, AB and EDMONTON, AB (January 6, 2022) — 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 PROXY DEADLINE
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" (case sensitive)).
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 website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials.
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.
HOW TO VOTE
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.
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
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.
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