The Valens Company Obtains Final Court Order Approving The Proposed Plan Of Arrangement With SNDL; Under The Terms Of The Arrangement, Valens' Shareholders Will Receive, For Each Common Share Of Valens, 0.3334 Of A Common Share Of SNDL

Author: Happy Mohamed | January 03, 2023 02:22pm

 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.

Posted In: SNDL TSX:VLNS VLNS