Announcement • Jan 19

+ 1 more update

SNDL Inc. (NasdaqCM:SNDL) completed the acquisition of remaining 91.9% stake in The Valens Company Inc. (TSX:VLNS).

SNDL Inc. (NasdaqCM:SNDL) entered into an arrangement agreement to acquire remaining 91.9% stake in The Valens Company Inc. (TSX:VLNS) for CAD 94.2 million on August 22, 2022. Under the terms of the Agreement, Valens' shareholders will receive, for each Valens Share, 0.3334 of a common share of SNDL. The combined company will operate as SNDL Inc., and Valens shareholders will own approximately 9.5% of the pro forma entity. The Agreement provides for, among other things, customary support and non-solicitation covenants from Valens, including customary "fiduciary out" provisions that allow Valens to accept a superior proposal in certain circumstances and a five-business day "right to match period" in favour of SNDL. The Agreement also provides for the payment of a termination fee of CAD 8 million payable to SNDL by Valens in the event the Transaction is terminated in certain specified circumstances. The Transaction will be carried out by way of a court-approved plan of arrangement under the Canada Business Corporations Act. The implementation of the Transaction will be subject to the approval of at least two thirds of the Valens Shares entitled to be voted by Valens shareholders and the approval of a simple majority of the Valens Shares entitled to be voted by Valens shareholders, other than Valens shareholders required to be excluded under applicable laws, at a special meeting expected to be convened by Valens by the end of November 2022 (the "Meeting"), Shares to be issued pursuant to the Arrangement shall have been approved for listing on Nasdaq, and the receipt of applicable orders from the Ontario Superior Court of Justice and applicable regulatory approvals, including under the Competition Act (Canada) and the applicable provincial liquor and cannabis regulators. Valens' board of directors has unanimously approved the Transaction after receiving the unanimous recommendation of a special committee of Valens directors (the "Special Committee"). Valens' board of directors has unanimously resolved to recommend that the shareholders of Valens vote in favour of the Transaction. SNDL’s Board of Directors also unanimously approved the Transaction. All directors and executive officers of Valens have entered into voting support agreements with SNDL pursuant to which, among other things, the parties have agreed to vote their Valens Shares in favour of the Transaction. The shareholders meeting of Valens is scheduled on November 29, 2022. As of November 22, 2022, both Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have recommended that Valens shareholders (the “Valens Shareholders”) vote in favour of the arrangement. On November 29, 2022, shareholders of Valens approved the transaction. As of December 13, 2022, The Valens Company has been granted additional 180 calendar day grace period by Nasdaq to regain compliance with Minimum Bid Price rule. As a result of the extension, The Valens Company now has until June 12, 2023, to regain compliance with the Bid Price Requirement. The Ontario Superior Court of Justice (Commercial List) has granted a final order approving the transaction. The transaction is expected to close during January 2023. Together with incremental revenues from greater distribution of Valens products, it is estimated that the Transaction will deliver upwards of CAD 15 million of additional EBITDA on an annual run-rate basis through synergies and other strategic initiatives. Cormark Securities Inc. has provided a fairness opinion to the Special Committee of Valens that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be received by Valens shareholders pursuant to the Transaction is fair from a financial point of view to Valens' shareholders. ATB Capital Markets Inc. is acting as financial advisor to SNDL. Ranjeev Dhillon and Rami Chalabi of McCarthy Tétrault LLP acting as legal counsels to SNDL. Cormark Securities Inc. is acting as financial advisor and Donald Belovich of Stikeman Elliott LLP is acting as legal counsel to Valens. Laurel Hill Advisory Group, LLC acted as information agent with a service fee of $50,000 (CAD 67,869) and Computershare Investor Services Inc. acted transfer agent to Valens. Marcum LLP acted as accountant while Odyssey Trust Company acted as transfer agent to SNDL. SNDL Inc. (NasdaqCM:SNDL) completed the acquisition of remaining 91.9% stake in The Valens Company Inc. (TSX:VLNS) on January 17, 2023. Frank Krasovec has been appointed to the Board of Directors of SNDL, effective January 17, 2023. The Board now consists of six directors. Zach George will continue to serve as Chief Executive Officer of SNDL and Tyler Robson, the former CEO of Valens, will join the leadership team as President of Cannabis. Andrew Stordeur, SNDL's former President and Chief Operating Officer has left the company effective January 13, 2023. Immediately prior to the effective date of the Transaction, SNDL owned an aggregate of 6.5 million Valens Shares, representing approximately 8.1% of the outstanding Valens Shares at such time. Following the closing of the Transaction, there are 260.7 million SNDL Shares outstanding, with existing SNDL Shareholders holding approximately 89.4% of such outstanding SNDL Shares and former Valens Shareholders holding approximately 10.6% of such outstanding SNDL Shares. The Valens Shares are expected to be delisted from the Toronto Stock Exchange.

CEO salary percentage	n/a
CEO tenure	no data
CEO ownership	n/a
Management average tenure	3.8yrs
Board average tenure	3.4yrs

Name	Position	Tenure	Compensation	Ownership
Jeffrey Fallows	President	3.6yrs	CA$536.40k	0.18% € 99.3k
Sunil Gandhi	Chief Financial Officer	1.7yrs	CA$409.21k	0.019% € 10.7k
Chantel Popoff	Chief Operating Officer	4.6yrs	CA$423.50k	0.17% € 94.9k
Adam Shea	Chief Commercial Officer	1.7yrs	CA$401.08k	0.014% € 8.0k
Scott Young	Head of Investor Relations	4.6yrs	no data	no data
Everett Knight	Executive Vice President of Corporate Development & Capital Markets	4yrs	CA$405.19k	no data
Anderson Smith	Head of Regulatory Affairs	no data	no data	no data

Name	Position	Tenure	Compensation	Ownership
Phillip Donne	Member of Advisory Board	4.3yrs	no data	no data
Karin McCaskill	Independent Director	2.6yrs	CA$205.00k	0.012% € 6.9k
Andrew Cockwell	Chairman of the Board	2.6yrs	CA$200.00k	0.55% € 306.3k
Guy Beaudin	Independent Director	1.7yrs	CA$100.00k	0.081% € 45.1k
Brett Channer	Member of Advisory Board	4.3yrs	no data	no data
Andrew Robson	CEO & Director	6.8yrs	CA$800.63k	2.57% € 1.4m
Ashley McGrath	Independent Director	4.3yrs	CA$260.00k	0.14% € 76.2k
Andrew Wolff	Independent Director	1.7yrs	CA$107.50k	0.011% € 5.9k

Data	Last Updated (UTC time)
Company Analysis	2023/01/19 01:09
End of Day Share Price	2023/01/17 00:00
Earnings	2022/08/31
Annual Earnings	2021/11/30

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

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Valens Management

Management criteria checks 2/4

Key information

Recent management updates

Independent Director recently bought €98k worth of stock

Independent Director recently bought €70k worth of stock

Independent Director recently bought €91k worth of stock

CEO & Chairman recently bought €80k worth of stock

Insider recently sold €75k worth of stock

CEO & Chairman recently bought €66k worth of stock

Recent updates

SNDL Inc. (NasdaqCM:SNDL) completed the acquisition of remaining 91.9% stake in The Valens Company Inc. (TSX:VLNS).

Second quarter 2022 earnings released: CA$2.13 loss per share (vs CA$0.17 loss in 2Q 2021)

Independent Director recently bought €98k worth of stock

Independent Director recently bought €70k worth of stock

First quarter 2022 earnings released: CA$0.38 loss per share (vs CA$0.14 loss in 1Q 2021)

Independent Director recently bought €91k worth of stock

Full year 2021 earnings: EPS in line with expectations, revenues disappoint

CEO & Chairman recently bought €80k worth of stock

Third quarter 2021 earnings released: CA$0.076 loss per share (vs CA$0.024 loss in 3Q 2020)

Forecast to breakeven in 2022

Insider recently sold €75k worth of stock

Independent Director has left the company

Chief Financial Officer has left the company

CEO & Chairman recently bought €66k worth of stock

New 90-day low: €0.92

New 90-day low: €0.97

New 90-day low: €1.22

The Valens Company Inc. to Report Q2, 2020 Results on Jul 15, 2020

CEO

Leadership Team

Board Members

Company Analysis and Financial Data Status

Data Sources

Analysis Model and Snowflake

Industry and Sector Metrics

Analyst Sources

Analyst	Institution
David Kideckel	ATB Cormark
Kimberly Thompson-Hedlin	Canaccord Genuity
John Chu	Desjardins Securities Inc.