SNDL Provides Update on the Nova Cannabis Strategic Partnership
- SNDL Inc. is updating its proposed Transaction with Nova Cannabis Inc. to create a well-capitalized cannabis retail platform in Canada. SNDL shareholders will receive Nova Shares and cash in lieu of fractional Nova Shares. The completion of the Share Distribution is subject to closing conditions and regulatory approvals. The Transaction is expected to close on or before June 30, 2023.
- None.
Under the terms of the Amended Plan of Arrangement, among other things, (i) SNDL shareholders who would have been entitled to receive at least one "lot" of Nova Shares from the Nova Shares being distributed (the "Distributed Nova Shares") had they been distributed to all SNDL shareholders on a pro rata basis (the "Eligible Holders") will receive Nova Shares with the new SNDL common shares to which they were entitled under the Original Plan of Arrangement ("New SNDL Shares"), and (ii) all SNDL shareholders other than the Eligible Holders will receive, together with their New SNDL Shares, cash in lieu of the fractional Nova Shares that they would have been entitled to receive had the Distributed Nova Shares been distributed to all SNDL shareholders on a pro rata basis. The number of Nova Shares that would be considered a "lot" will be determined by SNDL's Board of Directors (the "SNDL Board"), provided that a "lot" must be between one Nova Share and 500 Nova Shares. All other terms of the Amended Plan of Arrangement remain substantially similar to those of the Original Plan of Arrangement. It is currently anticipated that holders of New SNDL Shares that would otherwise receive 15 or fewer Distributed Nova Shares shall instead receive cash consideration.
A Final Order (the "Final Order") of the Court of Kings Bench of
"The strategic partnership between Nova and SNDL is expected to deliver growth opportunities and long-term shareholder value, cementing the two companies' positions in the Canadian cannabis industry," said Zach George, Chief Executive Officer of SNDL. "Through a distribution of Nova common shares to SNDL shareholders, SNDL will reduce our ownership stake in Nova to less than
The completion of the Share Distribution remains subject to certain closing conditions set out in the Implementation Agreement, including the receipt of certain key regulatory approvals. SNDL continues to work with regulators to ensure that the Transaction is in compliance with regulations in all relevant jurisdictions. Pursuant to the Final Order and the Implementation Agreement, the Share Distribution is expected to be completed as part of the closing of the Transaction. Subject to the satisfaction or waiver of all of the conditions precedent which include, but are not limited to, the receipt of certain key regulatory approvals from applicable provincial cannabis regulators and the Toronto Stock Exchange, the Transaction is expected to close on or before June 30, 2023.
SNDL is a public company whose shares are traded on the Nasdaq under the symbol "SNDL."
SNDL is the largest private-sector liquor and cannabis retailer in
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"), including, but not limited to, statements regarding the Company's plans related to the Share Distribution, the meaning of the term "lot" determined by the SNDL Board and the timing of such determination, the proposed completion of the Share Distribution and the timing thereof, the satisfaction and/or waiver of the conditions precedent to completing the Share Distribution and/or any other part of the Transaction (and/or the timing thereof), and the anticipated closing date of the Transaction. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "likely", "outlook", "forecast", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Please see "Item 3.D.—Risk Factors" in the Company's annual report on Form 20-F, filed with the Securities and Exchange Commission ("SEC") on April 24, 2023, and the risk factors included in our other SEC filings for a discussion of the material risk factors that could cause actual results to differ materially from the forward-looking information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
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SOURCE Sundial Growers Inc.
FAQ
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