- The Special Meeting of Alcanna Shareholders is postponed to
January 7, 2022 - Only 56.29% of the Alcanna Shares eligible to vote have voted as of the original deadline to vote by proxy of
December 10, 2021 .The current voting results show a lack of sufficient support to reach the necessary 66⅔% threshold of votes cast to consummate the Arrangement. - Alcanna will continue to engage with Alcanna Shareholders during the one-time extension
Alcanna Shareholders who have questions about the Arrangement or need assistance with voting their Alcanna Shares should contactLaurel Hill Advisory Group by telephone at 1-877-452-7184 or by e-mail at assistance@laurelhill.com - Deadline to Vote by Proxy is
10:00 AM (Mountain Time) onJanuary 5, 2022
ALCANNA BOARD RECOMMENDATION TO VOTE “FOR” THE ARRANGEMENT RESOLUTION
The board of directors of Alcanna, having received a unanimous recommendation from a special committee comprised solely of independent directors of Alcanna, and after careful consideration of various factors, in consultation with its financial and legal advisors, including receipt of a fairness opinion from
PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND TO VOTE “FOR” THE ARRANGEMENT RESOLUTION
Leading proxy advisory firms,
MEETING DETAILS
The record date for determining the shareholders eligible to vote at the Meeting will remain the close of business on
Under the terms of the arrangement agreement between Alcanna and Sundial dated
The terms of the Arrangement and the Arrangement Agreement are further described in Alcanna's management information circular and proxy statement dated
POSTPONED SPECIAL MEETING TO BE HELD ON
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
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
BeneficialShareholders
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.
RegisteredShareholders
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.
ForAssistancewithVoting
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
ABOUT ALCANNA INC.
Alcanna is one of the largest private sector retailers of alcohol in
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 anticipated date and timing of the Meeting; 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.
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.
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 and other related agreements, 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; the inability of the parties to fulfill or waive any conditions precedent to the completion of the Arrangement Agreement, including obtaining required regulatory, Court and approvals of the Alcanna Shareholders; 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
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
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.
FOR FURTHER INFORMATION
This news release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This news release is being made in respect of the proposed Arrangement involving Alcanna and Sundial pursuant to the terms of the Arrangement Agreement.
Alcanna will file other relevant materials in connection with the Arrangement with the applicable securities regulatory authorities. Alcanna Shareholders are urged to carefully read the Circular (including any amendments or supplements to such documents), and other Meeting Materials, before making any voting decision with respect to the Arrangement because they contain important information about the Arrangement and the parties thereto. Copies of the Meeting Materials may be found on Alcanna's SEDAR profile at www.sedar.com and on Alcanna's website at https://www.alcanna.com/ALCANNA-Special-Meeting-Materials. Alcanna Shareholders can obtain additional information about Sundial, including materials incorporated by reference into the Circular, without charge, on the
Vice Chair & Chief Executive Officer
(587) 460-1026
Source:
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