- Alcanna reminds Alcanna Shareholders to vote "FOR" the proposed plan of arrangement with Sundial, as unanimously recommended by the Alcanna Board
- ISS and Glass Lewis, two leading independent proxy advisory firms have recommended that Alcanna Shareholders vote for "FOR" the arrangement
- The Special Meeting of Alcanna Shareholders is to be held in a virtual-only live audio webcast at 10:00 a.m. (Mountain Time) on January 7, 2022
- The proxy voting deadline is 10:00 a.m. on January 5, 2022
EDMONTON, Alberta, Dec. 29, 2021 (GLOBE NEWSWIRE) -- Alcanna Inc. (the "Company" or "Alcanna") (TSX: CLIQ) reminds the holders (the "Alcanna Shareholders") of common shares in the capital of Alcanna (each, an "Alcanna Share") to cause their Alcanna Shares to be voted in connection with the upcoming special meeting of the Alcanna Shareholders (the "Meeting") on January 7, 2022 at 10:00 a.m. (Mountain Time) to consider the special resolution (the "Arrangement Resolution") to approve the proposed plan of arrangement (the "Arrangement") with Sundial Growers Inc. (NASDAQ: SNDL) ("Sundial"). Under the terms of the arrangement agreement between Alcanna and Sundial dated October 7, 2021 (the "Arrangement Agreement"), Sundial will acquire all of the issued and outstanding Alcanna Shares in exchange for the issuance to Alcanna Shareholders of 10.69 common shares in the capital of Sundial (each, a "Sundial Share") for each Alcanna Share held (the "Consideration"). The Consideration represents a deemed value of approximately $8.08 per Alcanna Share and implies an approximate 17% premium from the closing price of Alcanna Shares on the TSX as of December 29, 2021. At this implied price and based on Sundial’s 30-day average trading volumes as of December 29, 2021, it would take approximately 4 days of liquidity for holders of Alcanna Shares to dispose of all Sundial Shares received pursuant to the Arrangement.
The deadline for Alcanna Shareholders to vote their Alcanna Shares by proxy is 10:00 a.m. (Mountain Time) on January 5, 2022.
PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND TO VOTE "FOR" THE ARRANGEMENT RESOLUTION
Leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC have each recommended that Alcanna Shareholders vote "FOR" the Arrangement Resolution.
THE ALCANNA BOARD RECOMMENDS TO VOTE "FOR" THE ARRANGEMENT RESOLUTION
For the various reasons and factors set forth in Alcanna's management information circular and proxy statement dated November 9, 2021 (the "Circular"), including the unanimous recommendation from a special committee comprised solely of independent directors, the board of directors of Alcanna (the "Alcanna Board"), has unanimously recommended that the Alcanna Shareholders vote "FOR" the Arrangement Resolution. The Arrangement is expected to crystallize the value of the Alcanna Shares more favourably than might have resulted from other strategic alternatives reasonably available to Alcanna.
In February 2020, Alcanna retained Eight Capital as its financial advisor in connection with Alcanna's exploration of strategic alternatives. In connection with such engagement, Eight Capital was instructed to confidentially seek out potential counterparties for a "going private" or other form of transaction to maximize shareholder value and provide a liquidity event. Between February 2020 and August 2020 (the "2020 Transaction Process"), Alcanna and/or Eight Capital contacted approximately 20 parties to discuss business alternatives or potential sale or business combination. Confidentiality agreements were executed with 13 counterparties and Alcanna provided certain diligence materials to a number of parties. Prior to and following the 2020 Transaction Process, Alcanna also engaged directly in discussions with potential interested parties, including private and public enterprises active in Canada and the United States. Conversations included preliminary discussions with retailers including grocers, large-store format retailers, national convenience-format retailers, specialized and regional retailers, other parties active in the Canadian cannabis industry, as well as private equity investors or financial sponsors.
Neither the 2020 Transaction Process nor Alcanna's prior and subsequent discussions resulted in the receipt of any proposal or offer for Alcanna. Since the announcement of the Arrangement, Alcanna has not received any indication of interest with respect to an acquisition proposal or a superior proposal, and has no reason to believe that it will receive any such indication of interest prior to the Meeting.
SPECIAL MEETING ON JANUARY 7, 2022
The Meeting is to be held in a virtual-only live audio webcast via https://web.lumiagm.com/213163286 (password "Alcanna 2021" (case sensitive)) at 10:00 a.m. (Mountain Time) on January 7, 2022, whereby Alcanna Shareholders will be asked to consider, and if deemed advisable, to pass the Arrangement Resolution. The Arrangement Resolution must be approved by: (i) not less than 66⅔% of the votes cast by Alcanna Shareholders present in person (virtually) or represented by proxy at the Meeting; and (ii) a simple majority (greater than 50%) of the votes cast by Alcanna Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding votes cast in respect of Alcanna Shares which are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The terms of the Arrangement and the Arrangement Agreement are further described in the Circular and related meeting and proxy materials (together with the Circular, the "Meeting Materials"), which 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.
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 10:00 a.m. (Mountain Time) on January 5, 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
Beneficial Shareholders
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.
Registered Shareholders
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
Email: assistance@laurelhill.com
ABOUT ALCANNA INC.
Alcanna is one of the largest private sector retailers of alcohol in North America and the largest in Canada by number of stores – operating locations in Alberta and British Columbia. The Company's majority-owned subsidiary, Nova Cannabis Inc. (TSX: NOVC), also operates 74 cannabis retail stores in Alberta, Ontario, and Saskatchewan. The Alcanna Shares trade on the TSX under the symbol "CLIQ". Additional information about Alcanna is available on SEDAR at www.sedar.com and the Company's website at www.alcanna.com.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation, relating to, among other things, the anticipated date and timing of the Meeting and the anticipated timing of completion of the Arrangement if the Arrangement Resolution is approved by the Alcanna Shareholders. Forward-looking statements are typically identified by words such as "continue", "anticipate", "will", "should", "plan", "intend", and similar words suggesting future events or future performance. All statements and information other than statements of historical fact contained in this news release are forward-looking statements.
Readers should not place undue reliance on forward-looking statements included in this news release. Forward-looking statements are inherently subject to change and do not guarantee future performance and actual results may differ materially from those expressed or implied by the forward-looking statements. A number of risks, uncertainties and other factors that may cause actual performance and results to differ materially from any estimates, forecasts or projections, or could cause our current objectives, strategies and intentions to change.
The risk factors and uncertainties related to the Arrangement include, among other things: risks related to the completion and the timing of the Arrangement; the ability to complete the Arrangement on the terms and timeline contemplated by the Arrangement Agreement and other related agreements, or at all; the ability and expectation that following completion of the Arrangement, Sundial will continue to experience enhanced market liquidity and growth; that Alcanna's cash flow and retail operations expertise will accelerate Sundial's growth; the ability of the consolidated entity to focus more management effort on its investment arm; the ability of the consolidated entity to realize the anticipated benefits from the Arrangement; the inability of the parties to fulfill or waive any conditions precedent to the completion of the Arrangement Agreement, including obtaining required regulatory, Court and approvals of the Alcanna Shareholders; interloper or other stakeholder risk; risks related to the operations of Alcanna's liquor retail business upon completion of the Arrangement; risks related to new issuances of Sundial Shares that could affect the Alcanna Shareholders' pro forma ownership of Sundial; the risks and uncertainties related to the ability of the consolidated entity to successfully integrate the respective businesses, execute on the strategic opportunity, as well as the ability to ensure continued performance or market growth of its products; the duration and severity of the COVID-19 pandemic on the business, operations and financial condition of the consolidated entity; the risk that the consolidated entity will be unable to execute its strategic plan and growth strategy, including the capital allocation and retail cannabis strategy, as planned or at all; dependence on suppliers; potential delays or changes in plans with respect to capital expenditures and the availability of capital on acceptable terms; risks inherent in the liquor retail and cannabis industries; competition for, among other things, customers, supply, capital and skilled personnel; changes in labour costs and markets; inaccurate assessments of the value of acquisitions; general economic and provincial and national political conditions in Canada and globally; industry conditions, including changes in government regulations; fluctuations in foreign exchange or interest rates; unanticipated operating events; failure to obtain regulatory and third‐party consents and approvals when required; changes in tax and other laws that affect us and our security holders; the potential failure of counterparties to honour their contractual obligations; stock market volatility; and risks associated with existing and potential future lawsuits, shareholder proposals and regulatory actions.
If the Arrangement is not completed, and each of the parties continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of each party to the completion of the Arrangement could have an impact on such party's business relationships, and could have a material adverse effect on the current and future operations, financial conditions and prospects of such party. Readers should refer to the discussion of risks set forth in the Circular under the heading "Risk Factors". A comprehensive discussion of other risks relating to Alcanna's business are contained under the heading "Risk Factors" in Alcanna's annual information form for the financial year ended December 31, 2020 dated March 25, 2021 which is available on SEDAR at www.sedar.com. Additional information regarding risks and uncertainties relating to Sundial's business are contained under "Item 3D Risk Factors" in Sundial's Annual Report on Form 20-F, which was filed with the Securities and Exchange Commission (the "SEC") on March 17, 2021 which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this news release are made as of the date hereof. Except as expressly required by applicable securities legislation, Alcanna does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
FOR FURTHER INFORMATION
This news release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy, or an invitation to purchase or subscribe for, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This news release is being made in respect of the proposed Arrangement involving Alcanna and Sundial pursuant to the terms of the Arrangement Agreement. Alcanna will file other relevant materials in connection with the Arrangement with the applicable securities regulatory authorities. Alcanna Shareholders are urged to carefully read the Circular (including any amendments or supplements to such documents), and other Meeting Materials, before making any voting decision with respect to the Arrangement because they contain important information about the Arrangement and the parties thereto.
James Burns
Vice Chair & Chief Executive Officer
Alcanna Inc.
(587) 460-1026
