Alcanna Inc. announced the execution of a business combination agreement dated January 18, 2021, pursuant to which Alcanna will spin-out its retail cannabis business and combine with YSS to launch a new discount-focused cannabis retailer in an all-stock transaction that will result in the reverse take-over of YSS by Alcanna. Eight Capital and Cormark Securities Inc. (“Cormark” and together with Eight Capital, the “Agents”), have been engaged to lead a minimum $25.0 million equity financing of an affiliate of Alcanna in connection with the Transaction (the “Concurrent Financing”).
On closing, the resulting company, which is expected to be renamed (the “Name Change”) Nova Cannabis Inc. (“New Nova” or “Company”), will have 53 retail locations in Alberta, Saskatchewan and Ontario, with another 9 locations under construction. Approximately 80% of New Nova’s locations are expected to be re-branded as “Value Buds” and will target the value-conscious consumer, an under-served segment of the market that is estimated to account for approximately 70% of total recreational cannabis market in Canada (both legal and illicit).
The Agreement and the Concurrent Financing imply a deemed value for New Nova of $130 million and a deemed value per common share of YSS (each a “YSS Share”) approximately $0.1635. Closing of the Transaction is expected to occur on or about March 1, 2021. Completion of the Transaction is subject to customary closing conditions and regulatory approvals, including of the TSX Venture Exchange (the “TSXV”), completion of the Concurrent Financing (described below), approval of the reverse take-over and the Consolidation (described below) by the holders of YSS Shares, and all approvals to complete the Amalgamation (as defined below) shall have been obtained. Immediately upon completion of the Transaction, it is expected that New Nova will satisfy the listing requirements of a Tier 1 Life Sciences issuer under the policies of the TSXV. It is anticipated that the Company will apply to list on the facilities of the Toronto Stock Exchange (the “TSX”) following closing of the Transaction. Listing on the TSX will be subject to New Nova meeting the TSX’s original listing requirements at such time.
“Selling ‘value bud’ is what Value Buds will be all about. Our mission is to be disruptive; to provide consumers with the quality products they want at discount prices, which we believe will be lower than those offered by either the illicit market or current legal retailers,” said Darren Karasiuk, who is expected to lead New Nova as Chief Executive Officer and establish the Company’s head office in the Greater Toronto Area. “Thanks to Alcanna’s extensive retail expertise in both cannabis and liquor retailing, we have experience in deploying a value-focused retail model. We believe we know where the value-conscious customers live, work and shop and leveraging our long-standing relationships with national landlords, we intend to build or buy stores that fit this tested model.”
“Alcanna’s recent pilot project converting several Nova Cannabis stores to a discount banner was very successful with average sales increases of over 250%,” said James Burns, Alcanna’s Vice Chair and CEO who is expected to become Chair of New Nova. “We are confident of similar success as we convert most of our Alberta Nova stores to Value Buds over the next few weeks (and the YSS Alberta and Saskatchewan stores once the Transaction closes). New Nova plans to ambitiously roll-out the Value Buds banner across Ontario through new builds and acquisitions – which is expected to be the core focus of our new store growth for the foreseeable future. We expect New Nova to have the capital and expertise to do it and do it well.”
Alcanna will provide management and administrative services to New Nova, at a cost that is anticipated to be far less than a stand-alone company could achieve, until the Company reaches the critical size to bring those services in-house. Alcanna will also provide lease guarantees for the Company and make available to New Nova an operating line of credit without standby fees for up to $10 million at prime plus 2.75% for growth including new store builds and acquisitions and general corporate purposes. The operating line of credit will be drawable at New Nova’s sole discretion and will be secured by a charge on all of the personal property of New Nova.
“YSS shareholders should be excited by this next step. Becoming part of the Alcanna/Nova success story validates all we have done to build YSS to date,” said Theo Zunich, President and CEO of YSS. “The Management and Board of YSS is unanimously recommending this Transaction to the YSS shareholders as it is expected to provide accelerated near-term and increased long-term value accretion that would not be achievable as a standalone company.”
Alcanna has agreed to sell all of the equity securities of its wholly-owned subsidiaries, Alcanna Cannabis Stores GP Inc. (“ACS GP”) and Alcanna Cannabis Stores Limited Partnership (“ACS LP” and together with ACS GP, the “ACS Entities”), which carry on Alcanna’s retail cannabis business, to YSS.
The terms of the Agreement and the Concurrent Financing imply a deemed value for Alcanna’s cannabis business of approximately $107.25 million and a deemed value for YSS of approximately $22.75 million, equating to an aggregate market capitalization of New Nova following completion of the Transaction of approximately $130 million. The Agreement and Concurrent Financing imply a deemed value of approximately $0.1635 per YSS Share.
Following the closing of the Transaction, but prior to giving effect to the Concurrent Financing, the current YSS shareholders will hold approximately 17.5% and Alcanna will hold approximately 82.5%, respectively, of the common shares of New Nova (“Nova Shares”), calculated on a basic basis.
Pursuant to the Agreement, YSS will consolidate (the “Consolidation”) all of the issued and outstanding YSS Shares on the basis of a ratio of approximately 0.05449-to-one, such that, after completion of the Consolidation, YSS shareholders will hold approximately 7,583,333 post-Consolidation YSS Shares. In consideration for the purchase of the ACS Entities from Alcanna, YSS will issue Alcanna 35,750,000 YSS Shares at a post-Consolidation deemed price of $3.00 per YSS Share.
A waiver is being sought from the TSXV’s requirement for a sponsor to be retained in connection with the Transaction. YSS is at arm’s length to Alcanna and the Transaction is an arm’s length transaction.
In connection with the Transaction, ACS LP, through its wholly-owned subsidiary Alcanna Cannabis Stores Finance Ltd. (“ACS FinCo”), will complete a brokered private placement of at least 8,333,333 subscription receipts of ACS FinCo (each, a “Subscription Receipt”) at a price of $3.00 per Subscription Receipt for aggregate gross proceeds of minimum $25.0 million. Alcanna and ACS FinCo have jointly engaged the Agents as joint bookrunners for the Concurrent Financing pursuant to an engagement letter dated January 18, 2021 (the “Engagement Letter”). Each Subscription Receipt will automatically convert into one common share of ACS FinCo (each, a “FinCo Share”) upon satisfaction of the Escrow Release Conditions (described below).
Concurrent with the closing of the Transaction, ACS FinCo and 2316416 Alberta Ltd., a wholly-owned subsidiary of YSS, will amalgamate (the “Amalgamation”) pursuant to the Agreement. Pursuant to the Amalgamation, each holder of FinCo Shares issued upon conversion of the Subscription Receipts will receive one post-Consolidation YSS Share for each FinCo Share held. After completion of the Amalgamation and assuming the Concurrent Financing is completed for $25.0 million, it is anticipated that Alcanna will hold approximately 69.2%, current YSS shareholders will hold approximately 14.7%, and new subscribers under the Concurrent Financing will hold approximately 16.1% of the Nova Shares, respectively, calculated on a basic basis.
The Concurrent Financing is expected to close on or about February 5, 2021. Alcanna and YSS will each have the right to terminate the Agreement if the Concurrent Financing does not close prior to February 28, 2021. The gross proceeds from the sale of the Subscription Receipts (the “Escrowed Funds”) will be held in escrow pending delivery to the escrow agent of a certificate to the effect that: (i) all conditions necessary to complete the Transaction have been satisfied or waived (with the consent of the Agents) in accordance with the Agreement; (ii) the Concurrent Financing has been completed; and (iii) all necessary regulatory and other approvals regarding the Transaction and the Concurrent Financing have been obtained (the “Escrow Release Conditions”), which conditions will be reflected in a subscription receipt agreement to be entered into between Alcanna, ACS FinCo, YSS and the Agents on the date of closing of the Concurrent Financing. Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds and any interest earned thereon, less the fees payable to the Agents, will be released to ACS FinCo. The net proceeds of the Concurrent Financing will be used to fund the pro forma business plan of the Company and for working capital and general corporate purposes.
If: (a) the Escrow Release Conditions are not satisfied by 5:00 p.m. (Calgary time) on March 31, 2021, or such later date as Alcanna, YSS and the Agents may elect; (b) the Agreement is terminated; or (c) Alcanna has advised the Agents or announced to the public that it does not intend to proceed with the Transaction, holders of Subscription Receipts shall receive an amount equal to the full subscription price attributable to the Subscription Receipts and their pro rata entitlement to the interest accrued on such amount.
The Agents will be entitled to receive a cash commission equal to 6% of the aggregate gross proceeds from the Concurrent Financing and such number of compensation warrants as is equal to 4% of Subscription Receipts sold pursuant to the Concurrent Financing (the “Agents Warrants”) upon completion of the Transaction. Each whole Agents Warrant will be exercisable into one Subscription Receipt or one Nova Share, as the case may be, for a period of 24 months following the closing of the Concurrent Financing.
In addition, ACS FinCo has granted the Agents an option, exercisable from time to time, in whole or in part by the Agents, up to 48 hours prior to the closing of the Concurrent Financing, to offer for sale up to an additional number of Subscription Receipts equal to 25% of the Subscription Receipts sold pursuant to the Concurrent Financing at a price of $3.00 per additional Subscription Receipt.
YSS Shareholder Meeting and Board Recommendation
The YSS board of directors has unanimously determined that the Transaction and the execution of the Agreement is in the best interests of YSS and is fair to the YSS shareholders, and has unanimously recommended that the YSS shareholders vote in favour of the resolutions approving the Consolidation, Transaction and the Name Change. YSS will call a special meeting of YSS shareholders to vote on the required matters contemplated by the Transaction, including the approval of the reverse take-over as required pursuant to the policies of the TSXV. It is expected that the YSS shareholder meeting will be held on or about March 1, 2021.
All of the directors and executive officers of YSS representing an aggregate of 27,147,668 pre-Consolidation YSS Shares (or approximately 20% of the issued and outstanding YSS Shares) have entered into support agreements with Alcanna in support of the Transaction and have agreed to irrevocably vote their YSS Shares in favour of the matters to be considered at the special meeting of YSS shareholders.
Cormark has provided a formal opinion that, subject to the various factors, assumptions, qualifications and limitations upon which the opinion is based, the consideration to be paid by YSS pursuant to the Transaction is fair, from a financial point of view, to the shareholders of YSS.
Further details in respect of the Transaction, the ACS Entities the retail cannabis business of the ACS Entities, ACS FinCo, YSS and New Nova will be included in the management information circular to be prepared and filed with the TSXV in respect of the YSS shareholder meeting, and in subsequent news releases and other public filings.
About Alcanna and the ACS Entities
Alcanna, a corporation existing under the Canada Business Corporations Act, is one of the largest private sector retailers of alcohol and cannabis in North America and the largest in Canada by number of stores – operating 238 locations in Alberta and British Columbia. Alcanna is incorporated under the laws of Canada, and its common shares and convertible subordinated debentures trade on the Toronto Stock Exchange under the symbols “CLIQ” and “CLIQ.DB”, respectively. Additional information about Alcanna is available at www.sedar.com and www.alcanna.com.
The ACS Entities were formed in 2018 to leverage Alcanna’s retail experience and expertise to become an industry leader in the Canadian retail cannabis industry with a strategy to independently open and develop its stores to increase its presence in the recreational retail cannabis market. The ACS Entities are operated primarily from Alcanna’s head office in Edmonton, Alberta. Alcanna opened 5 of the first 17 recreational retail cannabis locations in Alberta on October 17, 2018. By December 31, 2019, Alcanna had opened an additional 16 recreational retail cannabis stores in Alberta and 1 in Ontario. These stores range in size from 1,200 to 5,600 square feet. Alcanna now operates a total of 30 cannabis retail stores under the “Nova Cannabis” brand and 4 under the “Deep Discount Cannabis” brand, with 33 locations in Alberta and one in Ontario. Certain financial information in respect of the ACS Entities and the cannabis retail business for the year ended December 31, 2019 and the nine months ended September 30, 2020 are provided below:
|Nine months ended
September 30, 2020
December 31, 2019
|Net Profit (Loss)||$1,098||$(8,739)|
With retail operations under the YSS™ and Sweet Tree™ brands, YSS Corp. has developed a retail cannabis business across Alberta and in Saskatchewan by operating 19 licensed retail stores in Alberta and Saskatchewan. It has 5 stores in development for 2021. YSS was continued under the laws of Alberta and has a head office in Calgary, Alberta. The YSS Shares trade on the TSXV under the symbol “YSS”, on the Frankfurt Stock Exchange under the symbol “WKN: A2PMAX”, and over the facilities of the OTCQB Venture Market under the symbol “YSSCF”. Additional information about YSS is available at www.sedar.com and www.ysscorp.ca.
New Nova Management
In accordance with the terms of the Agreement, upon closing of the Transaction Alcanna and YSS will enter into an investor rights agreement which shall provide Alcanna with the ability to appoint four nominees to the board of directors of New Nova upon closing of the Transaction and contain customary rights with respect to the ownership percentage of Alcanna in the Company upon closing. It is currently contemplated that on completion of the Transaction and the receipt of the requisite approvals, including of the TSXV, the board of directors of the Company will be comprised of: James Burns, Darren Karasiuk, Ross Sinclair, Thomas Bitove and Ron Hozjan. It is further anticipated that the senior management of the Company will be comprised of: Darren Karasiuk, President and Chief Executive Officer; David Gordey, Chief Financial Officer; and Marcie Kiziak, Chief Operating Officer. Other than Ron Hozjan, the current directors and executive officers of YSS are expected to resign in connection with the closing of the Transaction.
Darren Karasiuk, Director, President and Chief Executive Officer (Toronto, Ontario)
Mr. Karasiuk served as Chief Commercial Officer of Aurora Cannabis Inc. (“Aurora”) where he had oversight of key customer facing and revenue driving functions, including sales, marketing, consumer insights and analytics. During his tenure, he helped Aurora achieve leadership in the Canadian recreational and medical cannabis markets, as well as Europe. Mr. Karasiuk joined Aurora through the acquisition of MedReleaf Corp., where he served first as Vice-President, Strategy and later as Senior Vice-President and General Manager of the Recreational business. Prior to joining MedReleaf, Mr. Karasiuk was Vice-President, Insights and Advisory at Deloitte. Mr. Karasiuk has served on Alcanna’s board since 2019 and holds an MA from Western University as well as an MBA from Kellogg-Schulich. It is anticipated Mr. Karasiuk will resign from the Alcanna board on closing of the Transaction.
James Burns, Chair (Edmonton, Alberta)
Mr. Burns has been Vice-Chair and Chief Executive Officer of Alcanna since December 2017 after joining the board in June 2017 and being named lead director and placed in charge of developing Alcanna’s cannabis strategy. Throughout a 45-year career, he has been: a partner at Gordon Capital Corporation and Gordon Investment Corporation in their private equity business; co-owner, director and CFO at Scott’s Restaurants and priszm brandz; Managing Director at CIBC Capital Markets; and Chief of Staff to the Deputy Prime Minister of Canada and Chair of the Chiefs of Staff Committee. Mr. Burns holds a B. Comm. (Honours) from Queen’s University School of Business and a Master of Science (Mark of Distinction) in Politics of the World Economy from the London School of Economics.
Thomas Bitove, Director (Toronto, Ontario)
Mr. Bitove has worked in many aspects of multi-unit operations for his entire career. Just a few of the businesses he has owned and operated include: Hard Rock Café; a 32 store Big Boy chain; 35 separate restaurants and concessions at Toronto Pearson airport; and 17 Travel Centres along the 401 and 400 in Ontario. Mr. Bitove is the exclusive distributor of Red Bull Energy Drink in Ontario and British Columbia and owner of ColdHaus Direct Inc, a major distributor of beer and wine in Ontario. Mr. Bitove served 12 years on the board of Intrinsyc Technologies, a TSX-listed public company. Mr. Bitove was invested into the Order of Ontario, Ontario’s highest honour for a citizen. The award recognizes his charitable contributions to the people of Ontario and Canada as well as his business successes.
Ross Sinclair, Director (Toronto, Ontario)
Mr. Sinclair was a partner with PricewaterhouseCoopers LLP (“PwC”) and has more than 25 years of experience as a partner. Mr. Sinclair retired from PwC on June 30, 2020. He has had extensive experience with clients across several industries including consumer products, retail, real estate, health care and private equity. Mr. Sinclair has served many clients advising on critical business issues, transactions and restructurings in addition to his experience as a lead audit partner on both public and private enterprises. Mr. Sinclair’s experience includes PwC Canada leadership roles as Income Trust and IPO Services Group Leader, as well as Retail & Consumer Products National and GTA Industry Leader. Mr. Sinclair has significant experience working with clients on their capital markets projects and needs, including numerous equity, debt and initial public offering and RTOs. Mr. Sinclair has also served as the overall audit engagement leader on several Canadian retailers and other public companies including both US GAAP, SEC, OSC and IFRS reporting responsibilities. Mr. Sinclair was a designated Trustees on the Continuum REIT IPO in the fall of 2019 and is an Advisory Board member and investor in Arch Corporation.
Ron Hozjan, Director (Calgary, Alberta)
Mr. Hozjan has served as a director of YSS since June 2018 and is currently a member of YSS’ audit committee and corporate governance and compensation committee. Since January 2020, Mr. Hozjan has held the role of Vice President, Finance and Chief Financial Officer of Aureus Energy Services Inc. Prior thereto, he served as Vice President, Finance and Chief Financial Officer of Tamarack Valley Energy Ltd. (TSX: TVE) from June 2010 until January 2020. Mr. Hozjan has also served as a director of Aloha Brands Inc. since April 2019.
Marcie Kiziak, Chief Operating Officer (Edmonton, Alberta)
Ms. Kiziak, currently President of Alcanna’s cannabis division, has led the retail cannabis business since she took over in July 2018. Ms. Kiziak was Alcanna’s lead executive in designing and executing the strategy to launch the Nova brand, starting with 5 stores at legalization day. Ms. Kiziak has led the growth in the business to Nova’s current 34 stores. Ms. Kiziak joined Alcanna in February 2018 as Senior Vice President, Human Resources and continues in that role concurrently with running Nova. Prior to joining Alcanna, Ms. Kiziak was the Vice President of Human Resources and Safety for Corrosion and Abrasion Solutions Ltd. from 2013 until 2017 which included a secondment into operations to lead a business transformation. Ms. Kiziak also spent 15 years in the oil and gas and construction sectors focused on senior HR Leadership, M&A and Integration. Ms. Kiziak holds a Bachelor of Management Degree with a Major in Human Resources and is a Chartered Professional in Human Resources.
David Gordey, Chief Financial Officer (Edmonton, Alberta)
It is the intention of Alcanna that Mr. Gordey will act as Chief Financial Officer of the Company and will also continue in his position of Executive Vice President, Corporate Services and Chief Financial Officer of Alcanna. Mr. Gordey assumed the role of Executive Vice President, Corporate Services and Chief Financial Officer of Alcanna in April 2018. Mr. Gordey served as Chief Operating Officer, Liquor from July 2016 to April 2018, and Senior Vice President and Chief Financial Officer from May 2014 to July 2016, after joining Liquor Stores N.A. Ltd. in March 2012 as Vice President, Finance. Mr. Gordey is a Chartered Professional Accountant, formerly of KPMG LLP (Edmonton).
Eight Capital is acting as exclusive financial advisor to Alcanna with respect to the Transaction. Cormark is acting as financial advisor to YSS with respect the Transaction. Bennett Jones LLP is acting as legal advisor to Alcanna, Stikeman Elliott LLP is acting as legal advisor to YSS and Torys LLP is acting as legal advisor to the Agents.