The Valens Company Inc., a manufacturer of cannabis products, announced that the Ontario Superior Court of Justice (Commercial List) has granted a final order approving the previously announced plan of arrangement with SNDL Inc. under Section 192 of the Canada Business Corporations Act in accordance with the terms of the arrangement agreement between Valens and SNDL dated August 22, 2022.
Under the terms of the Arrangement, Valens’ shareholders will receive, for each common share of Valens (each, a “Valens Share“), 0.3334 of a common share of SNDL (the “Offer Exchange Ratio”). Based on the closing price of the SNDL shares on the Nasdaq Capital Market (the “Nasdaq”) as at August 19, 2022, the consideration represents an implied value of $1.26 per Valens Share (the “Implied Offer Price”), for total consideration of approximately $138 million.
Completion of the Arrangement remains subject to certain other customary closing conditions as further described in the Arrangement Agreement, and, subject to the satisfaction or waiver of such closing conditions, the Arrangement is expected to be completed during January 2023.
The Arrangement Agreement, including further information on the conditions precedent to completion of the Arrangement, is described in the management information circular and proxy statement of Valens dated October 24, 2022, which has been filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar and is available on Valens’ website at www.thevalenscompany.com.
About The Valens Company
The Valens Company is a leading cannabis consumer products company, with significant expertise in manufacturing cannabinoid-based products and a mission to bring the benefits of cannabis to the world. Valens provides proprietary cannabis processing services and best-in-class product development, manufacturing, and commercialization of cannabis consumer packaged goods. Valens’ high-quality products are formulated for the recreational, health and wellness, and medical consumer segments and are offered across all cannabis product categories, with a focus on quality and product innovation. Discover more on The Valens Company at http://www.thevalenscompany.com.
