Sundial and Alcanna have amended the arrangement agreement dated
The deemed value implies an approximate 15.3% premium from the closing price of Alcanna Shares on the
SPECIAL MEETING OF ALCANNA SHAREHOLDERS AND REVISED PROXY DEADLINE
The special meeting of Alcanna Shareholders remains scheduled on
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
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
Additionally, a copy of the amending agreement dated
Except as described in this news release, the elements of the Arrangement remain as described in the Circular, in all material respects. Notwithstanding anything to the contrary, all summaries of, and references to, the Arrangement in this news release are qualified in their entirety by reference to the complete text of the Plan of Arrangement (as amended), a copy of which will be attached to the Material Change Report.
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
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
North American Toll-Free Number: 1-877-452-7184
Outside of North America Collect Calls Number: 416-304-0211
Email: assistance@laurelhill.com
CERTAIN TAX CONSIDERATIONS
THE REVISED CONSIDERATION IS EXPECTED TO HAVE income tax consequences to Alcanna Shareholders which are different than those described in the Circular. OF PARTICULAR NOTE, THE DISPOSITION OF ALCANNA SHARES BY SHAREHOLDERS UNDER THE ARRANGEMENT WILL NOT QUALIFY FOR AN AUTOMATIC TAX-DEFERRED ROLLOVER FOR CANADIAN FEDERAL INCOME TAX PURPOSES AND
About Sundial Growers Inc.
Sundial is a public company with the Sundial Shares traded on Nasdaq under the symbol "SNDL". Its business is reported and analyzed under three operating segments: Cannabis Operations, Cannabis Retail and Investments.
As a licensed producer that crafts small-batch cannabis using state-of-the-art indoor facilities, Sundial's 'craft-at-scale' modular growing approach, award-winning genetics and experienced growers set us apart. Sundial's brand portfolio includes Top Leaf, Sundial Cannabis, Palmetto and Grasslands. Sundial also operates the Spiritleaf retail banner. Spiritleaf aims to be the most knowledgeable and trusted source of recreational cannabis by offering a premium consumer experience and quality curated cannabis products.
Sundial's investment operations seek to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry.
Sundial is proudly Albertan, headquartered in
About ALCANNA INC.
Alcanna is one of the largest private sector retailers of alcohol in
Additional information about Alcanna Inc. is available on SEDAR at www.sedar.com and its website at www.alcanna.com.
Forward-Looking Information
This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation ("forward-looking information"). Forward-looking information is typically, but not always, identified by the use of words such as "will", "expected", "projected", "to be" and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Forward-looking information in this news release includes, but is not limited to, statements regarding: the current terms of the Arrangement; the market value of the consideration to be received by Alcanna Shareholders; and the anticipated timing and date of the Meeting.
Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the Arrangement being completed on the terms and timeline currently anticipated or at all; all necessary shareholder, court and regulatory approvals being obtained on the timelines and in the manner currently anticipated or at all; the anticipated benefits of the Arrangement; and the receipt by Alcanna of necessary retail liquor and retail cannabis licences, approvals and authorizations (as applicable) from regulatory authorities, and the timing thereof.
Although Sundial believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Sundial can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits Alcanna and/or Sundial will derive therefrom. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, but not limited to: the risk that the Arrangement is not completed as anticipated or at all, including the timing thereof, and if completed, that the benefits thereof will not be as anticipated; the risk that necessary shareholder, court or regulatory approvals are not obtained as anticipated or at all, and the timing thereof; the risk that the conditions to closing of the Arrangement are not satisfied or waived; risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments, including developments that may impact the closing of the Arrangement as anticipated or at all; conditions in the liquor and cannabis industries; the risk that Alcanna does not receive the necessary retail liquor or cannabis approvals and/or authorizations or that they are not able to open additional retail liquor or cannabis stores, directly or indirectly, as anticipated or at all; the ability of management to execute its business strategy, objectives and plans; the availability of capital to fund the build-out and opening of additional retail liquor or cannabis stores; and the impact of general economic conditions and the COVID-19 pandemic in
Additional information regarding risks and uncertainties relating to Alcanna's business are contained under the heading "Risk Factors" in Alcanna's annual information form for the financial year ended
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