EDMONTON, Alberta, March 28, 2022 (GLOBE NEWSWIRE) -- Alcanna Inc. ("Alcanna" or the "Company") (TSX: CLIQ) announces today that all regulatory requirements under applicable provincial liquor and cannabis legislation have been satisfied for completion of the previously announced plan of arrangement (the "Arrangement") with Sundial Growers Inc. ("Sundial") (NASDAQ: SNDL) under section 192 of the Canada Business Corporations Act pursuant to the terms of the arrangement agreement between Alcanna and Sundial dated October 7, 2021, as amended by the amending agreement dated January 6, 2022 (the "Arrangement Agreement"). Sundial and Alcanna have mutually agreed to extend the outside date for closing of the Arrangement to March 31, 2022. Completion of the Arrangement remains subject only to customary closing conditions as further described in the Arrangement Agreement. If the Arrangement is completed on March 31, 2022, the Alcanna Shares are expected to be de-listed from the Toronto Stock Exchange (the "TSX") on or about April 4, 2022.
Pursuant to the Arrangement Agreement and the amended terms of the plan of arrangement attached thereto, Sundial has agreed to acquire all of the issued and outstanding common shares in the capital of Alcanna (the "Alcanna Shares") from the holders of Alcanna Shares ("Alcanna Shareholders"). Pursuant to the Arrangement Agreement, each Alcanna Shareholder will be entitled to receive, in exchange for each Alcanna Share held: (i) 8.85 common shares (each whole share, a "Sundial Share") in the capital of Sundial (the "Share Consideration"); and (ii) $1.50 in cash (together with the Share Consideration, the "Revised Consideration").
SUNDIAL FILING OF ANNUAL DISCLOSURE
Sundial has announced a delay in filing its audited consolidated financial statements for the year ended December 31, 2021, annual management's discussion and analysis for the same period and management certifications of annual filings (collectively, the "Sundial Filings") beyond the deadline of March 31, 2022 prescribed by Canadian securities laws. Sundial has announced that it expects to file its Annual Report on Form 20-F within the applicable U.S. filing deadline and to report fourth quarter and full year 2021 earnings on or before April 14, 2022.
Sundial's press release stated the following with respect to the delay of the Sundial Filings:
The principal reason for the delay is the significant amount of additional work and in-depth procedures required to be performed by the Company and its external auditor as 2021 is the first year that [Sundial] is required to have an auditor attestation report on its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 (“SOX”). This requirement to be SOX compliant is a function of the rapid growth in scale and level of corporate activity Sundial has achieved over the last two years. SOX compliance requires heightened levels of corporate controls and processes that will ultimately benefit Sundial shareholders through best practices in risk management.
[Sundial]’s auditor is completing its external audit and will be unable to issue an audit opinion before the end of March 2022 as previously expected. [Sundial] believes that there will be no restatement of previously released financial statements of Sundial.
[Sundial] has informed the staff of the Alberta Securities Commission (the "ASC") about its anticipated delay of the Filings and has applied to the ASC pursuant to Part 4 of National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") for a Management Cease Trade Order ("MCTO") pending the release of the Filings. If an MCTO is issued, Sundial intends to satisfy the provisions of the "alternative information guidelines" set out in NP 12-203, including the requirement to file bi-weekly status reports in the form of news releases containing prescribed updating information, until the Filings are made. An MCTO would not generally affect the ability of persons who are not directors, officers, or insiders of [Sundial] to trade in securities of [Sundial].
Alcanna Shareholders are encouraged to read the full text of Sundial's press release in respect of the Sundial Filings.
SUBMISSION OF AMENDED AND RESTATED LETTER OF TRANSMITTAL
Following completion of the Arrangement, each Alcanna Shareholder will cease to be an Alcanna Shareholder and to have any rights in respect of their Alcanna Shares other than to receive the Revised Consideration payable to such Alcanna Shareholder pursuant to the Plan of Arrangement.
As previously announced, Alcanna has mailed an amended and restated letter of transmittal to registered Alcanna Shareholders to receive the Revised Consideration upon completion of the Arrangement. The amended and restated letter of transmittal is also available under Alcanna's profile on SEDAR at www.sedar.com and on Alcanna's website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials.
The amended and restated letter of transmittal is for use by registered Alcanna Shareholders. Alcanna Shareholders that do not have their Alcanna Shares registered in their name (rather, such Alcanna Shares are registered in the name of a broker or other intermediary) should contact their broker or other intermediary for instructions and assistance regarding receipt of the Revised Consideration to which they are entitled upon completion of the Arrangement.
In order to receive the Revised Consideration under the Arrangement, registered Alcanna Shareholders must complete the amended and restated letter of transmittal and submit it to Odyssey Trust Company, the depositary, in accordance with the instructions set out in the amended and restated letter of transmittal. If Alcanna Shareholders have questions about submitting the amended and restated letter of transmittal, please contact Odyssey Trust Company by email at corp.actions@odysseytrust.com or at 1-587-885-0960.
NASDAQ LISTING OF SUNDIAL SHARES
On August 12, 2021, Sundial disclosed that it was notified by the NASDAQ Capital Market ("NASDAQ") on August 9, 2021 that the bid price for the Sundial Shares did not meet the NASDAQ minimum bid price requirement of US$1.00 per Sundial Share for the 30 consecutive business days from June 25, 2021 to August 6, 2021. At that time, the NASDAQ required Sundial to regain compliance by February 7, 2022. On February 8, 2022, Sundial announced that it had received an extension of 180 calendar days to meet this requirement of the NASDAQ. The extension will allow Sundial to regain compliance if the bid price for the Sundial Shares closes at or above US$1.00 per share for a minimum of 10 consecutive trading days before August 8, 2022. Sundial has disclosed that it intends to monitor the closing bid price of the Sundial Shares and will, if necessary, implement available options to regain compliance with the NASDAQ minimum bid price requirement, including a reverse stock split.
The Arrangement Agreement, including further information on the conditions precedent to completion of the Arrangement, are described in the management information circular and proxy statement of Alcanna dated November 9, 2021 (collectively, the "Circular"), and the material change report of Alcanna dated January 6, 2022, copies of which have been filed on SEDAR at www.sedar.com and are available on Alcanna's website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials.
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 strategic partner, Nova Cannabis Inc. (TSX: NOVC), also operates 78 cannabis retail stores in Alberta, Ontario, and Saskatchewan. 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 satisfaction or waiver of all of the remaining conditions precedent to completion of the Arrangement; the anticipated completion of the Arrangement and timing thereof; the rights of Alcanna Shareholders upon completion of the Arrangement; the de-listing of the Alcanna Shares from the TSX and the timing thereof; the anticipated delay of the Sundial Filings; the anticipated timing of release of the Sundial Filings; the timing of release of Sundial's Annual Report on Form 20-F and report of Sundial's fourth quarter and full year 2021 earnings; Sundial's expectations with respect to SOX compliance and benefits thereof; the ability of Sundial to obtain a MCTO and intentions with respect to compliance with NP 12-203; the continued ability to trade securities of Sundial prior to the release of the Sundial Filings; prior to the the continued listing of the Sundial Shares on the NASDAQ; Sundial's intentions with respect to attempts to re-gain compliance with the minimum bid price requirement of the NASDAQ; and Sundial's ability to re-gain compliance with the minimum bid price requirement of the NASDAQ. 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.
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, 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 and the timing thereof; the inability of the parties to fulfill or waive any conditions precedent to the completion of the Arrangement Agreement, including obtaining required regulatory approvals; 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.
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.
In addition, 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 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.
CONTACT INFORMATION
James Burns
Vice Chair & Chief Executive Officer
Alcanna Inc.
(587) 460-1026
