Sundial Growers Inc. and Alcanna Inc. announce that Sundial has agreed to improve the consideration to be provided to Alcanna shareholders for their common shares of Alcanna pursuant to the previously announced plan of arrangement under the Canada Business Corporations Act by including a cash component.
Sundial and Alcanna have amended the arrangement agreement dated October 7, 2021 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.
