CALGARY,
AB, July 5, 2024 /CNW/ - SNDL Inc. (Nasdaq:
SNDL) ("SNDL" or the "Company") announced today that
it has entered into a purchase agreement (the "Bid
Agreement") with Indiva Limited ("Indiva") and its
direct and indirect subsidiaries (collectively with Indiva, the
"Indiva Group"), pursuant to which SNDL has offered to
purchase all of the issued and outstanding shares of Indiva and the
business and assets of the Indiva Group (collectively, the
"Indiva Assets") for consideration comprising of a credit
bid of all of the indebtedness of the Indiva Group owing to SNDL,
the retention of certain liabilities of the Indiva Group, and cash
payments sufficient to repay certain priority indebtedness of the
Indiva Group and costs associated with the Indiva Group's
proceedings under the Companies' Creditors Arrangement Act
(Canada) (the "CCAA
Proceedings").
The Bid Agreement has been entered into in the context of the
CCAA Proceedings, as part of a sales process where the Indiva
Assets will be marketed to prospective purchasers (the "Sale
Process") by PricewaterhouseCoopers Inc., the monitor in the
CCAA Proceedings (the "Monitor") and, accordingly, is
subject to approval by the court overseeing the CCAA Proceedings
and to potential alternative bids submitted pursuant to the Sale
Process.
Based on a report of the Monitor, dated July 4, 2024, issued in the CCAA Proceedings, the
Monitor currently estimates the value of the credit bid and cash
consideration payable by SNDL under the Bid Agreement to be in the
range of approximately CAD$25 million
to CAD$28 million. SNDL is the
stalking horse bidder in the Sale Process, such that the Bid
Agreement will set the "floor", or minimum acceptable bid, for
other bidders and will be deemed accepted if there are no other
bids submitted. If the Monitor determines that there is another bid
that offers superior terms to the Bid Agreement, SNDL will also
have the opportunity to participate in an auction process for the
Indiva Assets. The Sale Process is currently expected to conclude
by September 30, 2024.
The acquisition of the Indiva Assets is expected to further
enhance SNDL's product portfolio, particularly in the edibles
segment, and reinforce its position as a leading player in the
Canadian cannabis market. Indiva's leading brands, Pearls by Grön,
No Future Gummies and Vapes, Bhang Chocolate, Indiva Blips Tablets,
Indiva Doppio Sandwich Cookies, and Indiva 1432 Chocolate, have
garnered strong consumer loyalty and are known for their quality,
innovation and value.
Advisors
McCarthy Tétrault LLP is acting as legal counsel for SNDL,
Bennett Jones LLP is acting as legal counsel for the Indiva Group,
and Osler Hoskin & Harcourt LLP
is acting as legal counsel for the Monitor.
ABOUT SNDL INC.
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 Canada
with retail banners that include Ace Liquor, Wine and Beyond,
Liquor Depot, Value Buds, Spiritleaf, and Firesale Cannabis. SNDL
is a licensed cannabis producer and one of the largest vertically
integrated cannabis companies in Canada specializing in low-cost biomass
sourcing, premium indoor cultivation, product innovation, low-cost
manufacturing facilities, and a cannabis brand portfolio that
includes Top Leaf, Contraband, Palmetto, Bon Jak, Versus, Value
Buds, and Vacay. SNDL's investment portfolio seeks to deploy
strategic capital through direct and indirect investments and
partnerships throughout the North American cannabis industry. For
more information on SNDL, please go to https://sndl.com/.
Forward-Looking Information Cautionary Statement
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"). Forward looking
statements in this release includes, but is not limited to, the
potential expansion plans of the Company in Canada, the Company's ability to provide
uninterrupted supply to its customer, and statements regarding the
future performance of the Company. Forward-looking statements are
frequently characterized by words such as "plan", "continue",
"expect", "project", "intend", "believe", "anticipate", "estimate",
"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. 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/sndl-enters-into-a-stalking-horse-purchase-agreement-for-indiva-limiteds-business-and-assets-302190270.html
SOURCE SNDL Inc.