Sundial Growers Inc. (NASDAQ: SNDL) (“Sundial” or the “Company”) is issuing this press release to reiterate its commitment to the proposed plan of arrangement (the “Arrangement”) with Alcanna Inc. (TSX: CLIQ) (“Alcanna”) as previously announced on October 7, 2021.
SUNDIAL’S COMMITMENT TO THE CONSIDERATION OFFERED FOR THE ARRANGEMENT AND ISS RECOMMENDATION
Sundial is committed to the existing consideration offered to Alcanna shareholders whereby Alcanna’s shareholders will receive, for each common share of Alcanna (each, an “Alcanna Share”) held, 10.69 common shares of Sundial (each whole share, a “Sundial Share”). Based on this fixed exchange ratio and the closing price of Sundial Shares on December 7, 2021, the consideration represents a deemed value of approximately $8.08 per Alcanna Share. This value implies an 11% premium from the closing price of Alcanna Shares on the TSX as of December 7, 2021. At this implied price and based on Sundial’s 30-day average trading volumes as of December 7, 2021, it would take approximately 3 days of liquidity for holders of Alcanna Shares to dispose of all Sundial Shares received pursuant to the Arrangement.
Additionally, Institutional Shareholder Services Inc. (“ISS“), a leading independent proxy advisory firm, has recommended that Alcanna shareholders vote “FOR” the resolution approving the Arrangement (the “Arrangement Resolution”) at Alcanna’s special meeting of shareholders (the “Meeting“).
Commenting on the Arrangement, Sundial’s CEO Zach George stated, “Despite recent market volatility, we remain committed to our plan of arrangement with Alcanna. This plan received the unanimous support of Alcanna’s board and management, in addition to the support of global governance advisor ISS. Sundial shareholders demand discipline when it comes to capital deployment, and our strong capital base is in high demand in the current environment, which is seeing increasing levels of financial distress. We respect the right of Alcanna shareholders to vote for or against the Arrangement at the upcoming meeting.”
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 a.m. (Mountain Time) on December 14, 2021, whereby Alcanna shareholders will be asked to consider, and if deemed advisable, to pass the Arrangement Resolution.
This news release is in no way intended to, and does not, constitute a solicitation of proxies or votes in relation to the Meeting nor provide a recommendation for shareholders of Alcanna to vote for, against or to abstain from voting with respect to the Arrangement Resolution.
Further information regarding the Arrangement is contained in the management information circular and proxy statement dated November 9, 2021 (“Circular”) that Alcanna has filed under its SEDAR profile at www.sedar.com on November 16, 2021 in connection with the Meeting, as well as the press releases of Sundial and Alcanna dated October 7, 2021 and the press release of Alcanna dated November 16, 20201.