Sundial enters the Canadian cannabis retail
space
with the addition of the country's largest single brand network
with 100-plus retail locations
CALGARY, AB, July 20, 2021 /PRNewswire/ - Sundial Growers Inc.
(Nasdaq: SNDL) ("Sundial" or the "Company") is
pleased to announce the completion of the previously disclosed
arrangement (the "Arrangement") whereby Sundial has acquired
all of the issued and outstanding common shares of Inner Spirit
Holdings Ltd. (CSE: ISH) (OTCQB: INSHF) ("Inner Spirit")
("Inner Spirit Shares") for consideration per Inner Spirit
Share consisting of (i) $0.30 in cash
and (ii) 0.0835 of a common share of Sundial.
TRANSACTION HIGHLIGHTS
- Establishes Sundial as one of Canada's largest vertically integrated
cannabis companies: Sundial is a diversified cannabis
company with a strong brand portfolio and extensive consumer
packaged goods experience. Acquiring Spiritleaf broadens Sundial's
business with a strategic entry into cannabis retail and enables
greater access to and understanding of retail markets, product
marketing insights and consumer purchasing trends.
- Establishes Sundial as Canada's largest single-branded network of
retail operations: The addition of well-established
Spiritleaf franchised and corporate-owned stores, representing the
country's largest single-brand recreational cannabis retailer with
100-plus stores across six provinces, provides Sundial with an
integration and expansion platform in current operating markets in
Canada.
- Strengthens Sundial's retail expertise with cannabis
advocates: Spiritleaf has earned its reputation as an
industry leader for its franchise sales and support system,
in-store design and experience, employee education and training,
marketing creativity and customer benefits program.
"The acquisition of the Spiritleaf cannabis retail network makes
Sundial a stronger and more diverse cannabis company," said
Zach George, Chief Executive Officer
of Sundial. "We are excited to work with the Spiritleaf team and
franchise partners to further develop and optimize the store
network in Canada and provide a
clear path to sustainable profitability for Sundial. Spiritleaf has
demonstrated the ability to grow its brand from coast to coast, and
we plan to support this growth trajectory, enhance the use of data
to make key business decisions, and provide an optimal product
assortment to meet the diverse needs of Canadian cannabis
consumers."
Darren Bondar, President and Chief Executive Officer of Inner
Spirit, said, "We believe the acquisition of Inner Spirit and the
Spiritleaf network by Sundial represents the clear best path
forward for Inner Spirit shareholders. Spiritleaf recently achieved
the 100-store milestone in Canada
and is the first cannabis retail company to do so. We are proud of
what we have accomplished with the Spiritleaf brand and what we
have built with the support and dedication of our franchise
partners and employees in communities across the country. I know
our brand and our people are in good hands with Sundial and this
transaction, along with our loyal customer base, will further
entrench the Spiritleaf brand as a leading retailer in Canada while enhancing Sundial's path to
profitability."
Inner Spirit has submitted applications to the applicable
regulators to cease being a reporting issuer and to terminate its
public reporting obligations. It is anticipated Inner Spirit Shares
will be de-listed from the CSE on or about July 21, 2021. Full details of the Arrangement
are set out in the management information circular (the
"Information Circular") of Inner Spirit dated June 14, 2021 which is available under Inner
Spirit's profile on SEDAR at www.sedar.com.
ADVISORS
ATB Capital Markets acted as financial advisor and McCarthy
Tétrault LLP acted as legal counsel to Sundial. Echelon Capital
Markets acted as financial advisor and DS Burstall LLP acted as
legal counsel to Inner Spirit.
VIDEO
A video accompanying this release is available
at: https://sndlgroup.com/investors/videos
ABOUT SUNDIAL GROWERS INC.
Sundial is a public company with Common Shares traded on Nasdaq
under the symbol "SNDL". Our business is reported and analyzed
under two operating segments: one being Cannabis and the other
being Investments.
As a licensed producer that crafts small-batch cannabis using
state-of-the-art indoor facilities, our 'craft-at-scale' modular
growing approach, award-winning genetics and experienced growers
set us apart. Sundial's brand portfolio includes Top Leaf, Sundial
Cannabis, Palmetto and Grasslands. Sundial also operates the
Spiritleaf retail banner. Spiritleaf aims to be the most
knowledgeable and trusted source of recreational cannabis by
offering a premium consumer experience and quality curated cannabis
products.
Our investment operations seek to deploy strategic capital
through direct and indirect investments and partnerships throughout
the global cannabis industry.
We are proudly Albertan, headquartered in Calgary, AB, with operations in Olds and Rocky
View County, Alberta, Canada. For
more information on Sundial, please go to www.sndlgroup.com.
Forward-Looking Information
This news release contains statements and information that, to
the extent that they are not historical fact, may constitute
"forward-looking information" or "forward-looking statements"
within the meaning of applicable securities legislation
("forward-looking information"). Forward-looking information is
typically, but not always, identified by the use of words such as
"will", "expected", "projected", "to be" and similar words,
including negatives thereof, or other similar expressions
concerning matters that are not historical facts. Forward-looking
information in this news release includes, but is not limited to,
statements regarding: the combined company and its focus going
forward; the anticipated benefits associated with the Arrangement;
Sundial's capital base supporting Inner Spirit's expansion and
accessing new or expanded market opportunities.
Such forward-looking information is based on various assumptions
and factors that may prove to be incorrect, including, but not
limited to, factors and assumptions with respect to: the
anticipated benefits of the Arrangement; the business and
operations of the combined entity, including that each business
segment will continue to operate in a manner consistent with past
practice and pursuant to certain industry and market conditions;
the ability of the combined entity to successfully implement its
strategic plans and initiatives and whether such strategic plans
and initiatives will yield the expected benefits; and the receipt
by Sundial and its franchise partners of necessary retail cannabis
licences, approvals and authorizations from regulatory authorities,
and the timing thereof.
Although Sundial believes that the assumptions and factors on
which such forward-looking information is based are reasonable,
undue reliance should not be placed on the forward-looking
information because Sundial can give no assurance that it will
prove to be correct or that any of the events anticipated by such
forward-looking information will transpire or occur, or if any of
them do so, what benefits Sundial will derive therefrom.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks including, but not
limited to: the risk that the benefits of the Arrangement
will not be as anticipated; risks associated with general economic
conditions; adverse industry events; future legislative, tax and
regulatory developments; conditions in the cannabis industry; the
risk that Sundial and its franchisees do not receive the
necessary retail cannabis licences or that they are not able to
open additional retail cannabis stores as anticipated or at all;
the ability of management to execute its business strategy,
objectives and plans; the availability of capital to fund the
build-out and opening of additional corporate and franchised retail
cannabis stores; and the impact of general economic conditions and
the COVID-19 pandemic in Canada.
Additional information regarding risks and uncertainties
relating to Inner Spirit's business are contained under the heading
"Risk Factors" in Inner Spirit's annual information form for the
financial year ended December 31,
2019 dated February 12, 2021.
Additional information regarding risks and uncertainties relating
to Sundial's business are contained under "Item 3D Risk Factors" in
Sundial's Annual Report on Form 20-F, which was filed with the
Securities and Exchange Commission on March
17, 2021. The forward-looking information included in this
news release is made as of the date of this news release. Sundial
does not undertake an obligation to publicly update such
forward-looking information to reflect new information, subsequent
events or otherwise, except as required by applicable law.
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SOURCE Sundial Growers Inc.