KELOWNA, BC –
The Valens Company Inc. (TSX: VLNS) (NASDAQ: VLNS) (“The Valens Company” or “Valens”), a leading manufacturer of cannabis products, is pleased to announce today that the Ontario Superior Court of Justice (Commercial List) has granted a final order approving the previously announced plan of arrangement (the “Arrangement”) with SNDL Inc. (“SNDL”) under Section 192 of the Canada Business Corporations Act in accordance with the terms of the arrangement agreement between Valens and SNDL dated August 22, 2022.
Under the terms of the Arrangement, Valens’ shareholders will receive, for each common share of Valens (each, a “Valens Share”), 0.3334 of a common share of SNDL (the “Offer Exchange Ratio”). Based on the closing price of the SNDL shares on the Nasdaq Capital Market (the “Nasdaq”) as at August 19, 2022, the consideration represents an implied value of $1.26 per Valens Share (the “Implied Offer Price”), for total consideration of approximately $138 million.
Completion of the Arrangement remains subject to certain other customary closing conditions as further described in the Arrangement Agreement, and, subject to the satisfaction or waiver of such closing conditions, the Arrangement is expected to be completed during January 2023.
The Arrangement Agreement, including further information on the conditions precedent to completion of the Arrangement, is described in the management information circular and proxy statement of Valens dated October 24, 2022, which has been filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar and is available on Valens’ website at www.thevalenscompany.com.
About The Valens Company
The Valens Company is a leading cannabis consumer products company, with significant expertise in manufacturing cannabinoid-based products and a mission to bring the benefits of cannabis to the world. Valens provides proprietary cannabis processing services and best-in-class product development, manufacturing, and commercialization of cannabis consumer packaged goods. Valens’ high-quality products are formulated for the recreational, health and wellness, and medical consumer segments and are offered across all cannabis product categories, with a focus on quality and product innovation. Valens also manufactures, distributes, and sells a wide range of CBD products in the United States through its subsidiary Green Roads, and distributes medicinal cannabis products to international markets through its subsidiary Valens Australia. In partnership with brand houses, consumer packaged goods companies and licensed cannabis producers around the globe, Valens continues to grow its diverse product portfolio in alignment with evolving cannabis consumer preferences. Through Valens Labs, Valens is setting the standard in cannabis testing and research and development with Canada’s only ISO17025 accredited analytical services lab, named The Centre of Excellence in Plant-Based Science by partner and scientific world leader Thermo Fisher Scientific. Discover more on The Valens Company at thevalenscompany.com.
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, and Spiritleaf. SNDL is a licensed cannabis producer that uses state-of-the-art indoor facilities to supply wholesale and retail customers under a cannabis brand portfolio that includes Top Leaf, Sundial Cannabis, Palmetto, Spiritleaf Selects, and Grasslands. SNDL’s investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry. For more information on SNDL, please go to www.sndl.com.
