EDMONTON, AB, April 7, 2021 /CNW/ - 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or withdrawn by Alcanna.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.
Auction Process
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.
Additional information about Alcanna Inc. is available at
www.sedar.com and the Company's website at
www.alcanna.com.
Forward-Looking Information
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.