Inner Spirit Holdings Ltd., a Canadian company that has established a national network of Spiritleaf retail cannabis stores, today announced it has mailed a management information circular (the “Information Circular”) and related proxy materials for the special meeting of Inner Spirit shareholders to be held on July 14, 2021. The Meeting is being held to obtain Shareholder approval of the previously announced plan of arrangement with Sundial Growers Inc., pursuant to which Sundial will acquire all of the outstanding common shares of Inner Spirit.
The Arrangement
Under the terms of the Arrangement, Shareholders will receive, in exchange for each Inner Spirit Share, (i) $0.30 in cash and (ii) 0.0835 of a common share of Sundial, representing $0.09 per Inner Spirit Share based on the 10-day volume weighted average price (VWAP) of the Sundial Shares on the Nasdaq Capital Market on May 4, 2021 (collectively, the “Arrangement Consideration”). Details on how the stock options, common share purchase warrants and convertible debentures of the Company are being handled in connection with the Arrangement are included in the Information Circular.
Benefits of the Arrangement to Shareholders
- Attractive Premium – The Arrangement Consideration offered to the Shareholders under the Arrangement represents a 54.8% premium to the 10-day VWAP of Inner Spirit Shares on the Canadian Securities Exchange (“CSE”) and a premium of 62.5% to the closing price of Inner Spirit Shares on the CSE on May 4, 2021, the last trading day prior to the announcement of the Arrangement.
- Certainty of Value and Immediate Liquidity – The cash to be received by Shareholders pursuant to the Arrangement provides Shareholders with certainty of value and immediate liquidity, and removes the risks associated with the continued ownership of Inner Spirit Shares.
- Participation by Shareholders in Future Growth of the Combined Company – In addition to $0.30 in cash per Inner Spirit Share, Shareholders will also receive 0.0835 of a Sundial Share for each Inner Spirit Share under the Arrangement, and will have the opportunity to participate in any future increase in the value of Sundial, including from Inner Spirit’s business.
Additional information related to the benefits and related risks of the Arrangement are contained in the Information Circular.
Board Recommendation
The board of directors of Inner Spirit (the “Board”), acting on the unanimous recommendation of a special committee of the Board and after receiving legal and financial advice, unanimously determined the Arrangement is fair to the Shareholders and is in the best interests of the Company, and recommends that Shareholders vote in favour of the Arrangement. Echelon Wealth Partners Inc. provided the Board with an opinion dated May 4, 2021 to the effect that, as of the date of such opinion, the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders, based upon and subject to the assumptions, limitations and qualifications set forth in the opinion.
The Meeting
The Meeting is scheduled to be held on July 14, 2021 at 10:00 am (Calgary time) at the offices of Burstall LLP, located at Suite 1600, 333 – 7th Avenue SW in Calgary, Alberta. In order to protect the health and safety of Shareholders and the broader community, only registered Shareholders or their duly appointed proxy holders will be permitted to attend the Meeting. Inner Spirit strongly encourages Shareholders to vote by proxy in advance of the Meeting and not to attend the Meeting in person. The Information Circular provides important instructions that must be followed in order to attend the Meeting.
Your vote is important regardless of the number of Inner Spirit Shares you own. All Shareholders are encouraged to vote their proxies before 10:00 am (Calgary time) on July 12, 2021.
About Inner Spirit
Inner Spirit Holdings Ltd. is a retailer and franchisor of Spiritleaf recreational cannabis stores across Canada. The Spiritleaf network includes 94 franchised and corporate-owned locations, all operated with an entrepreneurial spirit and with the goal of creating deep and lasting ties within local communities. Spiritleaf aims to be the most knowledgeable and trusted source of recreational cannabis by offering a premium consumer experience and quality curated cannabis products. Learn more at www.innerspiritholdings.com and www.spiritleaf.ca.
