EDMONTON, AB, April 7, 2021 – Alcanna Inc. (“Alcanna” or the “Company“) (TSX: CLIQ) (TSX: CLIQ.DB) announces today that its Board of Directors has authorized a substantial issuer bid (the “Offer“) to purchase, for cancellation, a number of common shares of the Company (“Common Shares“) for an aggregate purchase price not exceeding $30,000,000. The Offer will expire at 5:00 p.m. (Toronto time) on May 12, 2021 (the “Expiry Date“), unless extended, varied or withdrawn by Alcanna. The Offer will be funded through existing cash on hand and available credit facilities, if needed.
Details of the Offer
Details of the Offer, including instructions for tendering shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal and the notice of guaranteed delivery (collectively, the “Offer Documents“). The Offer Documents are expected to be promptly mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR at www.sedar.com, as well as being posted on the Company’s website at www.alcanna.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.
The Offer will proceed by way of a “modified Dutch auction”. Shareholders who wish to participate in the Offer will be able to do so through either one of the two following options: (i) auction tenders, which will allow shareholders who choose to participate in the Offer to individually select the price, within a range of not less than $7.55 and not more than $8.30 per Common Share (in increments of $0.05 per Common Share), at which they are willing to sell their Common Shares, or (ii) purchase price tenders in which participating shareholders will agree to have a specified number of Common Shares purchased at a purchase price to be determined pursuant to the auction and have their Common Shares considered as having been tendered at the minimum price of $7.55 per Common Share. Shareholders who validly deposit Common Shares without specifying the method in which they are tendering such Common Shares will be deemed to have made a purchase price tender.
Purchase Price Determination
Upon expiry of the Offer, Alcanna will determine the purchase price of the Common Shares (the “Purchase Price“) (which will not be less than $7.55 per Common Share and not more than $8.30 per Common Share) that will allow it to purchase the maximum number of Common Shares properly tendered to the Offer pursuant to the auction tenders and the purchase price tenders outlined above, with an aggregate purchase price under the Offer not exceeding $30,000,000. All Common Shares purchased by the Company pursuant to the Offer (including Common Shares tendered at prices below the Purchase Price) will be purchased at the same Purchase Price, subject to the terms and conditions of the Offer Documents. Common Shares not taken up in connection with the Offer, including Common Shares deposited pursuant to auction tenders at prices above the Purchase Price, will be returned to the shareholders.
Alcanna believes that the purchase of Common Shares is in the best interest of the Company and permits Alcanna to return up to $30,000,000 of capital to shareholders who elect to tender their Common Shares to the Offer.
After giving effect to the Offer, Alcanna will continue to have sufficient financial resources and working capital to conduct its ongoing business and operations and the Offer is not expected to preclude Alcanna from pursuing its foreseeable business opportunities or the future growth of Alcanna’s business.
As of the date of the Offer, Alcanna had 40,048,887 Common Shares issued and outstanding. If the Purchase Price is determined to be $7.55 per Common Share (which is the minimum price per Common Share under the Offer), the maximum number of Common Shares that may be purchased by the Company is 3,973,509 Common Shares or approximately 9.9% of the total number of Common Shares issued and outstanding. If the Purchase Price is determined to be $8.30 per Common Share (which is the maximum price per Common Share under the Offer), the maximum number of Common Shares that may be purchased by the Company is 3,614,457 Common Shares or approximately 9.0% of the total number of Common Shares issued and outstanding.
No director, officer or insider of the Company has advised the Company that he, she or it intends to deposit Common Shares under the Offer. However, they may decide to deposit Common Shares to the Offer in the event that the circumstances or decisions of any such persons change and, subject to applicable securities laws, such persons may sell their Common Shares through the facilities of the Toronto Stock Exchange (the “TSX“) or otherwise during the period prior to the Expiry Date.
The Offer is not conditional upon any minimum number of Common Shares being properly deposited under the Offer. The Offer is, however, subject to other conditions and Alcanna reserves the right, subject to applicable laws, to withdraw, extend or vary the Offer if, at any time prior to the payment of any Common Shares, certain events occur.
Alcanna has engaged Cormark Securities Inc. to act as dealer manager and financial advisor and AST Trust Company (Canada) to act as depositary for the Offer. Any questions or requests for information regarding the Offer may also be directed to the dealer manager or the depositary.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Alcanna’s Common Shares. The solicitation and the offer to buy the Common Shares will only be made pursuant to the Offer Documents to be filed with the applicable securities regulatory authorities in Canada. The Offer will be optional for all shareholders, who will be free to choose whether to participate, how many Common Shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholder who does not deposit any Common Shares (or whose Common Shares are not repurchased under the Offer) will realize a proportionate increase in its percentage equity interest in Alcanna, to the extent that Common Shares are purchased and cancelled under the Offer. The Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Common Shares in any jurisdiction in which the making or acceptance of offers to sell Common Shares would not be in compliance with the laws of that jurisdiction. Alcanna’s Board of Directors has approved the Offer. However, none of Alcanna or its Board of Directors, the dealer manager or the depositary makes any recommendation to any shareholder as to whether to deposit or refrain from depositing any or all Common Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Common Shares under the Offer, and, if so, how many shares to deposit. Shareholders are strongly urged to review and evaluate carefully all information in the Offer Documents, to consult their own financial, tax and legal advisors, and to make their own decisions as to whether to deposit Common Shares under the Offer. Shareholders should carefully consider the income tax consequences of accepting the Offer and depositing Common Shares under the Offer.
About Alcanna Inc.
Alcanna is one of the largest private sector retailers of alcohol in North America and the largest in Canada by number of stores—operating 176 locations in Alberta and British Columbia. The Company’s majority-owned subsidiary, Nova Cannabis Inc. (TSXV: NOVC), also operates 53 cannabis retail stores in Alberta, Ontario, and Saskatchewan.
Alcanna’s common shares and convertible subordinated debentures trade on the Toronto Stock Exchange under the symbols “CLIQ” and “CLIQ.DB”, respectively.
This news release contains forward-looking statements or information (collectively “forward-looking statements“) within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as “continue”, “anticipate”, “will”, “should”, “plan”, “intention”, 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. In particular, this news release contains forward-looking statements pertaining to the timing and closing of the Offer; the timing of payment for the Common Shares deposited under the Offer; the maximum aggregate purchase price of the Common Shares pursuant to the Offer; and the total number of Common Shares (and percentage of outstanding Common Shares) that may be repurchased under the Offer.
With respect to forward-looking statements contained in this news release, the Company has made various assumptions in drawing conclusions or making the projections contained in the forward-looking statements in this news release. Although the Company believes that the expectations reflected in the forward-looking statements, and the assumptions on which such forward-looking statements are made, are reasonable, especially given the unprecedented uncertainty of the full extent and impact of COVID-19, there can be no assurance that such expectations and assumptions will prove to be correct. Readers should not place undue reliance on forward-looking statements included in this news release. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that may cause actual performance and financial results to differ materially from any estimates, forecasts or projections. These risks and uncertainties include, among other things, the duration and severity of the COVID-19 pandemic on the business, general economic and political conditions in Canada (including Alberta), and globally; industry conditions, including changes in government regulations; fluctuations in foreign exchange or interest rates; failure to obtain regulatory and third–party consents and approvals when required; changes in tax and other laws that affect us and our securityholders; the potential failure of counterparties to honour their contractual obligations; stock market volatility; and the other factors described in the Company’s public filings (including the Offer Documents and the Annual Information Form) available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive. 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.
SOURCE Alcanna Inc.
For further information: please contact James Burns, Vice Chair and Chief Executive Officer, Alcanna Inc., (587) 460-1026.