Benzinga | Jan 19, 2022 05:47AM EST

Alcanna Announced Receipt of Final Court Order Approving Proposed Acquisition by Sundial Growers

lcanna Inc. ("Alcanna" or the "Company") (TSX:CLIQ) is pleased to announce that the Court of Queen's Bench of Alberta has granted a final order approving the previously announced plan of arrangement (the "Arrangement") with Sundial Growers Inc. ("Sundial") under Section 192 of the Canada Business Corporations Act in accordance with the terms of the arrangement agreement between Alcanna and Sundial dated October 7, 2021, as amended by the amending agreement between Alcanna and Sundial dated January 6, 2022 (the "Arrangement Agreement").

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"). Following completion of the Arrangement, 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"). Following the completion of the Arrangement, the Alcanna Shares are expected to be de-listed from the Toronto Stock Exchange (the "TSX").

Completion of the Arrangement remains subject to certain other customary closing conditions as further described in the Arrangement Agreement, including the receipt of certain regulatory approvals required under applicable provincial liquor and cannabis legislation. Subject to the satisfaction or waiver of the remaining conditions precedent in respect of the Arrangement, the Arrangement is expected to be completed during the first quarter of 2022.

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, as amended by the press release of Alcanna dated December 13, 2021 and the material change report of Alcanna dated January 6, 2022 (collectively, the "Circular"), 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.

MAILING OF AMENDED AND RESTATED LETTER OF TRANSMITTAL

As previously announced, and as a result of the Revised Consideration, Alcanna will mail an amended and restated letter of transmittal to registered Alcanna Shareholders to receive the Revised Consideration upon completion of the Arrangement. Copies of the amended and restated letter of transmittal will also be made 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.

Alcanna Shareholders should disregard the original letter of transmittal provided with the Circular in November 2021. Alcanna Shareholders that previously deposited a copy of the original letter of transmittal will be required to 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 in order to participate in the Arrangement. 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.