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(CNW) Calgary – SNDL Inc. and Nova Cannabis Inc. are pleased to announce the closing of the previously announced plan of arrangement pursuant to which SNDL has acquired all of the issued and outstanding common shares in the capital of Nova not already owned by SNDL, representing approximately 34.8% of the Nova Shares. The Arrangement was approved by at least two-thirds of the holders of Nova Shares and the majority of disinterested Nova Shareholders under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions at a special meeting of the Nova Shareholders on October 16, 2024. The Court of King’s Bench of Alberta granted a final order approving the Arrangement on October 17, 2024. All financial information in this press release is reported in Canadian dollars unless otherwise indicated.
Pursuant to the Arrangement, each Nova Shareholder (other than SNDL and its affiliates that hold Nova Shares) will receive $1.75 in cash for each Nova Share , representing a premium of 41.2% to the 20-day volume weighted average trading price of Nova Shares on the Toronto Stock Exchange as of market close on August 12, 2024, the date prior to the announcement of the Arrangement, other than Nova Shareholders that validly elected to receive, in lieu of the Cash Consideration, 0.58 of a common share of SNDL for each Nova Share, subject to proration and a maximum of 50% of the aggregate Consideration being payable in SNDL Shares. Nova Shareholders representing a total of 275,507 Nova Shares elected to receive an aggregate of 159,792 SNDL Shares as Share Consideration. Nova Shareholders representing a total of 21,305,023 Nova Shares elected (or were deemed to have elected) to receive $37,283,790.25 as Cash Consideration.
“The acquisition of Nova’s remaining minority interest represents a significant milestone that will streamline SNDL’s cannabis retail operations and generate material savings by eliminating public company expenses,” said Zachary George, SNDL’s Chief Executive Officer. “With a debt-free and cash-rich balance sheet we are well-positioned to drive the continued expansion of our Canadian cannabis retail platform. We intentionally and successfully structured this transaction to incentivize shareholders to opt for cash, which further underscores our focus on accretive growth, allowing us to efficiently deploy capital without significant share dilution.”
The Nova Shares are expected to be delisted from the TSX and the OTC Markets. Following the delisting of the Nova Shares, Nova intends to submit an application to cease to be a reporting issuer in each applicable jurisdiction of Canada pursuant to applicable securities laws, and, following which, SNDL intends to amalgamate with Nova pursuant to the provisions of the Business Corporations Act (Alberta).
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Registered holders of Nova Shares are reminded that they must send their completed and executed letter of transmittal and election form and related share certificates or DRS advices, if any, to the depository for the Arrangement, Odyssey Trust Company, as soon as possible in order to receive the consideration to which they are entitled under the Arrangement.
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