KELOWNA,
BC, Jan. 3, 2023 /PRNewswire/ - 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
http://www.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.
Notice regarding Forward Looking Statements
All information included in this press release, including any
information as to the future financial or operating performance and
other statements of The Valens Company that express management's
expectations or estimates of future performance, other than
statements of historical fact, constitute forward-looking
information or forward-looking statements within the meaning of
applicable securities laws and are based on expectations, estimates
and projections as of the date hereof. Forward-looking statements
are included for the purpose of providing information about
management's current expectations and plans relating to the future.
Wherever possible, words such as "plans", "expects", "scheduled",
"trends", "forecasts", "future", "indications", "potential",
"estimates", "predicts", "anticipate", "to establish", "believe",
"intend", "ability to", or statements that certain actions, events
or results "may", "should", "could", "would", "might", "will", or
are "likely" to be taken, occur or be achieved, or the negative of
these words or other variations thereof, have been used to identify
such forward-looking information. Specific forward-looking
statements include, without limitation, statements regarding the
anticipated timing for completion of the proposed plan of
arrangement involving The Valens Company and SNDL.
The risks and uncertainties that may affect forward-looking
statements include, among others, if and when the proposed plan of
arrangement involving The Valens Company and SNDL. will be
completed, the inability to meet Nasdaq's requirement to maintain a
minimum bid price for the Valens Shares of at least US$1 for 10 consecutive business days during the
applicable cure period or to comply with Nasdaq's other listing
standards within the prescribed time period, which could result in
the delisting of the common shares from Nasdaq, Canadian regulatory
risk, Australian regulatory risk, U.S. regulatory risk, U.S. border
crossing and travel bans, the uncertainties, effects of and
responses to the COVID-19 pandemic, reliance on licenses, expansion
of facilities, competition, dependence on supply of cannabis and
reliance on other key inputs, dependence on senior management and
key personnel, general business risk and liability, regulation of
the cannabis industry, change in laws, regulations and guidelines,
compliance with laws, limited operating history, vulnerability to
rising energy costs, unfavourable publicity or consumer perception,
product liability, risks related to intellectual property, product
recalls, difficulties with forecasts, management of growth and
litigation, many of which are beyond the control of The Valens
Company. For a more comprehensive discussion of the risks faced by
The Valens Company, and which may cause the actual financial
results, performance or achievements of The Valens Company to be
materially different from estimated future results, performance or
achievements expressed or implied by forward-looking information or
forward-looking statements, please refer to The Valens Company's
latest Annual Information Form filed with Canadian securities
regulatory authorities at www.sedar.com or on The Valens Company's
website at www.thevalenscompany.com. The risks described in such
Annual Information Form are hereby incorporated by reference
herein. Although the forward-looking statements contained herein
reflect management's current beliefs and reasonable assumptions
based upon information available to management as of the date
hereof, The Valens Company cannot be certain that actual results
will be consistent with such forward-looking information. The
Valens Company cautions you not to place undue reliance upon any
such forward-looking statements. The Valens Company 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 required by applicable law. Nothing herein
should be construed as either an offer to sell or a solicitation to
buy or sell securities of The Valens Company.
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SOURCE The Valens Company Inc.
