SNDL Inc. SNDL announced that the shareholders of Nova Cannabis Inc. NVACF NOVC, excluding the company and its associates and affiliates in accordance with Multilateral Instrument 61-101 – Protection of minority security holders in special transactions, have approved a resolution in respect of the proposed transaction between SNDL and Nova to create a cannabis retail platform in Canada, as contemplated by the implementation agreement entered into between the company and Nova dated December 20, 2022, as amended on April 3, 2023.
As part of the closing of the transaction, SNDL plans to reduce its equity ownership in Nova by completing a distribution of Nova common shares held by it to shareholders of SNDL, following which it is anticipated that SNDL and its subsidiaries will collectively own no more than 19.9% of the issued and outstanding common shares in the capital of Nova. SNDL intends to amend the plan of arrangement contemplating the share distribution that was approved by SNDL's shareholders at the annual and special meeting of its shareholders held on July 25, 2022 in order to ensure that the SNDL shareholders receive meaningful value as part of the share distribution.
The completion of the share distribution is subject to certain closing requirements, including the receipt of a final order from the Court of King's Bench of Alberta to approve the amended plan of arrangement and certain regulatory consents that are a condition precedent to the closing of the transaction. In accordance with any final order approving the amended plan of arrangement that may be granted by the Court, the share distribution is expected to occur concurrently with the closing of the transaction. Subject to the satisfaction or waiver of all of the conditions precedent which include, but are not limited to, key regulatory approvals from applicable provincial cannabis regulators and the Toronto Stock Exchange, the transaction is expected to close on or before June 30, 2023.
Photo by Esteban López on Unsplash
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