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The Valens Company Inc. (NASDAQ:VLNS) (TSX:VLNS) announced the mailing of its management information circular and related documents for the special meeting of valens shareholders in connection with the previously announced plan of arrangement under section 192 of the Canada Business Corporations Act whereby SNDL Inc. (NASDAQ:SNDL) will acquire all of the issued and outstanding common shares of the company, and in return Valens shareholders will receive, for each Valens share held, 0.3334 common shares of SNDL.
The SNDL shares to be issued to Valens shareholders represents an implied value of $1.26 per Valens share, based on the August 19, 2022 close of the SNDL shares on the Nasdaq Capital Market exchange, representing a premium of 21%, based on the 60-day volume-weighted average price of the Valens shares on the Toronto Stock Exchange for the period ending August 19, 2022, being the last trading day prior to the announcement of the arrangement, or a 48% premium based on the 10-day VWAP of the Valens shares on the TSX for the period ending June 27, 2022, being the last trading day prior to entering into a non-binding expression of interest for the arrangement. On completion of the arrangement, former Valens shareholders are expected to hold approximately 9.5% of the outstanding SNDL shares.
The Valens board of directors, after consultation with its financial and legal advisors, and after careful consideration of, among other factors, the unanimous recommendation of the Valens special committee and the receipt of the fairness opinion of Cormark Securities, has unanimously determined that the arrangement is in the best interests of Valens, and that the consideration being offered to shareholders is fair, from a financial point of view, has unanimously approved the arrangement and recommends that the shareholders vote for the arrangement.
The special meeting of Valens shareholders will be held on November 29, 2022, at 10:00 a.m. (Toronto time), at offices of Stikeman Elliott LLP 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9.
The close of business on October 19, 2022 is the record date for the determination of Valens shareholders who will be entitled to receive notice of and vote at the meeting and at any adjournment or postponement of the meeting.
Receipt of Interim Court Order
On October 20, 2022, the company was granted an interim order by the Ontario Superior Court of Justice regarding the arrangement. The interim order authorizes Valens to proceed with various matters, including the holding of the meeting to consider and vote on the proposed arrangement.
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