SNDL and Nova Cannabis have entered into an arrangement agreement pursuant to which SNDL will acquire all of the issued and outstanding common shares in the capital of Nova not already owned by SNDL, representing approximately 34.8% of Nova Shares, by way of a statutory plan of arrangement for aggregate consideration of approximately $40 million. All financial information in this press release is reported in Canadian dollars unless otherwise indicated.
"Today's announcement by our Alberta-based corporations underscores our commitment to sustainable performance in Canadian cannabis," said Zach George, SNDL's Chief Executive Officer. "We are committed to building a consumer-centric model at scale, supported by SNDL's robust shared service model, access to capital, and a well-developed cannabis retail pipeline. These factors are integral to the achievement of sustained profitable growth."
Transaction benefits
- Retail expertise: Nova's retail expertise will support SNDL's entire cannabis retail portfolio to enhance programming, expand data programs, advance staff training initiatives, and optimize inventory management.
- Synergies and cost rationalization: The transaction is anticipated to generate savings through the streamlining of public company expenses and the optimization of general and administrative costs.
- Access to capital: SNDL's robust balance sheet will ensure that Nova's retail platform continues to be supported in a competitive and challenging environment.
"The proposed transaction offers liquidity and certainty to minority shareholders, while creating a lasting retail legacy in a nascent industry," said Ron Hozjan, one of Nova's independent directors and Chair of the special committee of Nova. "I commend the Nova team and board of directors for their dedication and leadership."
Under the terms of the agreement, Nova's shareholders will receive $1.75 in cash for each Nova Share, representing a premium of 41.2% to the 20-day VWAP of Nova Shares on the Toronto Stock Exchange ("TSX") as of market close on August 12, 2024.
Nova shareholders also have the ability to elect 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.
The transaction has been approved by the boards of directors of both SNDL and Nova and is expected to close on or before October 18, 2024. Following the closing of the transaction, the Nova Shares are expected to be delisted from the TSX and Nova will apply to cease to be a reporting issuer in all provinces and territories of Canada.
For more information:
SNDL Inc.
www.sndl.com
Nova Cannabis
www.novacannabis.ca