Valens

SNDL Completes Acquisition of The Valens Company

Retrieved on: 
Tuesday, January 17, 2023
Toronto Stock Exchange, AB, Drink, EBITDA, Transaction, TSX, Stikeman Elliott, Communication, Rationalization, Organization, Telecommunication, History, LLP, SEDAR, Acquisition, Dominoes, Biomass, Hong Kong Exchanges and Clearing, Letter, Canada Business Corporations Act, Consideration, Security (finance), Oil, Retail, Renewable energy, Bank, Management, Cannabis, Valens

CALGARY, AB, Jan. 17, 2023 /PRNewswire/ - SNDL Inc. (Nasdaq: SNDL) ("SNDL" the "Company") is pleased to announce the completion of the previously disclosed acquisition of all of the issued and outstanding common shares ("Valens Shares") of The Valens Company Inc. (TSX: VLNS) (Nasdaq: VLNS) ("Valens"), other than those held by SNDL and its subsidiaries, pursuant to a plan of arrangement under the Canada Business Corporations Act (the "Transaction"), for total consideration of approximately $138 million2 consisting of common shares of SNDL ("SNDL Shares") and assumption of Valens' $60 million non-revolving term loan facility.

Key Points: 
  • CALGARY, AB, Jan. 17, 2023 /PRNewswire/ - SNDL Inc. (Nasdaq: SNDL) ("SNDL" the "Company") is pleased to announce the completion of the previously disclosed acquisition of all of the issued and outstanding common shares ("Valens Shares") of The Valens Company Inc. (TSX: VLNS) (Nasdaq: VLNS) ("Valens"), other than those held by SNDL and its subsidiaries, pursuant to a plan of arrangement under the Canada Business Corporations Act (the "Transaction"), for total consideration of approximately $138 million2 consisting of common shares of SNDL ("SNDL Shares") and assumption of Valens' $60 million non-revolving term loan facility.
  • Valens Shareholders to participate in and help create the future of SNDL: Valens Shareholders are to receive SNDL common shares in an all-stock transaction.
  • Pursuant to the Transaction, former holders of Valens Shares ("Valens Shareholders"), received from SNDL, in exchange for each Valens Share held, 0.3334 of a common share (each whole share, a "SNDL Share") of SNDL (the "Consideration").
  • 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 COMPANY OBTAINS FINAL COURT ORDER APPROVING THE PROPOSED PLAN OF ARRANGEMENT WITH SNDL

Retrieved on: 
Tuesday, January 3, 2023
Valens (company), SEDAR, Wine, EDGAR, Ontario Superior Court of Justice, Arrangement, Green Road railway station, The Arrangement, Canada Business Corporations Act, Health, Partnership, Centre of Excellence for Biosecurity Risk Analysis, TSX, Growth, COVID-19, Risk, CBD, Private sector, Multimedia, Proxy, Cannabis, Research, Investment, Security (finance), Drug, Risk management, Valens

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").

Key Points: 
  • 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").
  • 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.
  • 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.

Valens Semiconductor to Present its Latest Connectivity Solutions for Vehicle Safety at CES 2023

Retrieved on: 
Wednesday, December 21, 2022
Level 2, EMC, Ecosystem, Sumitomo Electric Industries, Family, NYSE, Entrepreneurship, Radar, Automotive industry, Architecture, Lidar, ADAS, HOD, Sunny Optical, COVID-19, Advanced driver-assistance systems, Velodyne Lidar, Senior, Probability, Audio Video Bridging, Safety, Failure, MIPI, CES, Energy, VLN, Original equipment manufacturer, LVCC, Risk, Software, Research, Mobile phone, Instrumentation, Consumer electronics, Keysight, Aptiv, Valens

HOD HASHARON, Israel, Dec. 21, 2022 /PRNewswire/ -- Valens Semiconductor (NYSE: VLN), a premier provider of high-speed connectivity solutions for the automotive and audio-video markets, today announced that it will be showcasing the benefits of its automotive high-speed connectivity product suite alongside a comprehensive set of demonstrations from companies in the expanding ecosystem for the MIPI A-PHY compliant VA7000 chipset family. This group will include Tier-1s, camera sensor companies, radar and LiDAR suppliers, component manufacturers, and testing equipment companies, that are serving the growing demand for increased safety in today and tomorrow's cars.  

Key Points: 
  • Valens Semiconductor will also demo its unique solution for enhanced safety and cost-effective rear-view visibility for the trucking industry .
  • CES 2023 is a great platform to demonstrate this continuing success alongside a broad range of leading industry players."
  • "We have a significant presence in ADAS and see CES 2023 as a good platform to demonstrate together with Valens Semiconductor the power of our leading solutions."
  • Join Valens Semiconductor at CES 2023 (LVCC, West Hall, #W319, Jan. 5 – Jan. 7, 2023) to learn more about our latest innovations for advancing vehicle safety and mobility, including our three CES 2023 Honoree Award Products .

The Valens Company Granted Additional 180 Calendar Day Grace Period by Nasdaq to Regain Compliance with Minimum Bid Price Rule

Retrieved on: 
Tuesday, December 13, 2022
BID, Toronto Stock Exchange, Calendar, Green Road station, Letter, Partnership, Valens (company), Panel, Research, Dr. João Havelange Centre of Excellence, CBD, COVID-19, Growth, Multimedia, Cannabis, TSX, Health, Acquisition, Risk, Auction, Security (finance), Risk management, Valens

As a result of the extension, the Company now has until June 12, 2023, to regain compliance with the Bid Price Requirement.

Key Points: 
  • As a result of the extension, the Company now has until June 12, 2023, to regain compliance with the Bid Price Requirement.
  • If the Company chooses to implement a share consolidation to regain compliance, it must complete the consolidation no later than ten business days prior to the expiration of the additional 180 calendar day period in order to timely regain compliance.
  • If the Company does not regain compliance with the Bid Price Requirement by June 12, 2023, Nasdaq will provide written notification to the Company that its shares will be subject to delisting.
  • Nothing herein should be construed as either an offer to sell or a solicitation to buy or sell securities of The Valens Company.

Following Successful Testing of Valens Semiconductor Chipsets, Leading Japanese Automotive Association JASPAR Validates the MIPI A-PHY Standard

Retrieved on: 
Monday, December 5, 2022
Probability, MIPI Alliance, Toyota, SerDes, ADS, Next Generation, Radar, Advanced driver-assistance systems, ADAS, VLN, Automotive industry, Research, EMC, NYSE, MIPI, BCI, JASPAR, SVP, HOD, HDBaseT, Original equipment manufacturer, Electromagnetic compatibility, Audio Video Bridging, COVID-19, Multi, TEM, Failure, DENSO, Risk, PER, Mazda, IVI, Mobile phone, Nissan, Architecture, Valens

HOD HASHARON, Israel, Dec. 5, 2022 /PRNewswire/ --  Valens Semiconductor (NYSE: VLN), a premier provider of high-speed connectivity solutions for the automotive and audio-video markets, today announced that the Japan Automotive Software Platform and Architecture (JASPAR) organization has formally validated the MIPI A-PHY specification for its network of Japanese OEMs and Tier 1s, including Toyota, Nissan, Honda, Mazda, and DENSO. This came after the Valens Semiconductor VA7000 A-PHY-compliant chipsets passed JASPAR's rigorous testing for Electromagnetic Compatibility (EMC), marking an important milestone for the integration of these chipsets into safety-critical Advanced Driver-Assistance Systems (ADAS).

Key Points: 
  • The organization helps improve development efficiency and ensures reliability through standardization and sharing of sophisticated electronic automotive software and networks.
  • "Our EMC testing has shown that MIPI A-PHY is one of the most resilient technologies for electromagnetic interference."
  • Valens Semiconductor pushes the boundaries of connectivity by enabling long-reach, high-speed video and data transmission for the Audio-Video and Automotive industries.
  • Valens' Automotive chipsets are deployed in systems manufactured by leading customers and are on the road in vehicles around the world.

BOTH LEADING INDEPENDENT PROXY ADVISORS RECOMMEND SHAREHOLDERS OF THE VALENS COMPANY INC. VOTE FOR THE PROPOSED ARRANGEMENT WITH SNDL INC.

Retrieved on: 
Tuesday, November 22, 2022
Canada Business Corporations Act, Growth, TSX, Exercise, EBITDA, Cannabis, SEDAR, Arrangement, SK, Drink, Stikeman Elliott, ISS, Institutional Shareholder Services, Glass Lewis, Commerce Court, Fairness opinion, Par value, Proxy, Discretion, VWAP, Commerce, Holding company, Security (finance), Financial adviser, Fine chemical, Drug, Audit, Bay Street, Valens, Circular

before recommending Valens Shareholders vote FOR the Arrangement.

Key Points: 
  • before recommending Valens Shareholders vote FOR the Arrangement.
  • Glass Lewis is an independent proxy advisor to institutional investors, covering 30,000 shareholder meetings each year, across approximately 100 global markets.
  • Valens Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.
  • The deadline for Valens Shareholders to submit their vote is Friday, November 25, 2022 at 10:00 a.m. (Toronto time).

Valens Secures Sales Licence for Greater Toronto Area Beverage Facility

Retrieved on: 
Wednesday, November 2, 2022
Columbia, Growth, Valens (company), Cannabis, Centre of Excellence for Biosecurity Risk Analysis, Health, CBD, Partnership, Research, Intention, Risk, COVID-19, Center, TSX, Health Canada, NASDAQ, Compliance, Greater Toronto Area, GTA, The Green Road (Enright novel), Multimedia, Forward-looking statement, Drug, Risk management, Nasdaq, Valens, BC

KELOWNA, BC, Nov. 2, 2022 /PRNewswire/ - The Valens Company Inc. (TSX: VLNS) (NASDAQ: VLNS) (the "Company" or "Valens") (the "Company," "The Valens Company" or "Valens"), a leading manufacturer of cannabis products, announced it has received a sales licence amendment from Health Canada for its Pommies manufacturing facility located in the Greater Toronto Area (the "GTA Facility") to sell micro processed cannabis products directly to provincial distributors.

Key Points: 
  • KELOWNA, BC, Nov. 2, 2022 /PRNewswire/ - The Valens Company Inc. (TSX: VLNS) (NASDAQ: VLNS) (the "Company" or "Valens") (the "Company," "The Valens Company" or "Valens"), a leading manufacturer of cannabis products, announced it has received a sales licence amendment from Health Canada for its Pommies manufacturing facility located in the Greater Toronto Area (the "GTA Facility") to sell micro processed cannabis products directly to provincial distributors.
  • Prior to this announcement, Valens leveraged its British Columbia sales licence to sell into the provincial distributors which created additional cost and complexity in our supply chain.
  • "Since the opening of our facility in November 2021 we have already seen an increase in our beverage margins," said Tyler Robson, Chief Executive Officer of Valens.
  • Nothing herein should be construed as either an offer to sell or a solicitation to buy or sell securities of The Valens Company.

THE VALENS COMPANY ANNOUNCES MAILING AND FILING OF CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE ARRANGEMENT WITH SNDL INC.

Retrieved on: 
Thursday, October 27, 2022
Par value, EBITDA, Arrangement, Company, Fairness opinion, Commerce, Canada Business Corporations Act, Director, DRS, Toronto Stock Exchange, NASDAQ, Meeting, Growth, Drink, Stikeman Elliott, SEDAR, TSX, Commerce Court, Industry, VWAP, Committee, Special, SK, Cannabis, Exercise, Discretion, Proxy, Ownership, Canadian House of Commons Special Committee on Electoral Reform, Security (finance), Holding company, Audit, Valens, BC, Nasdaq, Shareholder, Bay Street

On completion of the Arrangement, former Valens Shareholders are expected to hold approximately 9.5% of the outstanding SNDL Shares.

Key Points: 
  • On completion of the Arrangement, former Valens Shareholders are expected to hold approximately 9.5% of the outstanding SNDL Shares.
  • For more information on the fairness opinion, shareholders should refer to the management information circular section entitled "The Arrangement Fairness Opinion".
  • Valens Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.
  • Valens Share held in own name and represented by a physical certificate or DRS and have a 15-digit control number.

The Valens Company Reports Third Quarter Fiscal 2022 Financial Results

Retrieved on: 
Thursday, October 13, 2022
CBD, Cannabis, Risk, IFRS, Financial statement, Growth, Valens (company), Rationalization, Centre of Excellence for Operations in Confined and Shallow Waters, Transaction, Green Road station, Biomass, Research, Corporation, Multimedia, Depreciation, Conversation, Partnership, Center, Company, Acquisition, Health, Adult, Intention, Management, EBITDA, Operational definition, Forward-looking statement, COVID-19, Solution, Compliance, SEDAR, Drug, Risk management, Valens, Nasdaq, Analysis

See reconciliation of "Adjusted Gross Profit (non-GAAP measure)" in the Company's Management's Discussion and Analysis for the quarter ended August 31, 2022.

Key Points: 
  • See reconciliation of "Adjusted Gross Profit (non-GAAP measure)" in the Company's Management's Discussion and Analysis for the quarter ended August 31, 2022.
  • Subsequent to the quarter, Coldhaus launched in Ontario and British Columbia in September 2022 and in Alberta in October 2022.
  • In light of the proposed acquisition of the Company by SNDL, Valens is withdrawing all previously given financial guidance as such financial guidance is no longer appropriate under the circumstances.
  • Nothing herein should be construed as either an offer to sell or a solicitation to buy or sell securities of The Valens Company.

The Valens Company to Release Financial Results for the Third Quarter of 2022

Retrieved on: 
Thursday, October 6, 2022
Valens, CBD, Cannabis, Risk, Growth, Valens (company), TSX, Centre of Excellence for Biosecurity Risk Analysis, Green Road railway station, Research, Multimedia, Partnership, Center, Company, Health, Intention, Forward-looking statement, COVID-19, Compliance, Risk management, BC, Nasdaq

KELOWNA, BC, Oct. 6, 2022 /PRNewswire/ - The Valens Company Inc. (TSX: VLNS) (Nasdaq: VLNS) (the "Company" "The Valens Company" or "Valens") a leading manufacturer of cannabis products, is pleased to announce it will issue its third quarter 2022 financial results for the period ended August 31, 2022, on Thursday, October 13, 2022, before market open.

Key Points: 
  • KELOWNA, BC, Oct. 6, 2022 /PRNewswire/ - The Valens Company Inc. (TSX: VLNS) (Nasdaq: VLNS) (the "Company" "The Valens Company" or "Valens") a leading manufacturer of cannabis products, is pleased to announce it will issue its third quarter 2022 financial results for the period ended August 31, 2022, on Thursday, October 13, 2022, before market open.
  • The Valens Company is a leading manufacturer of cannabis products with a mission to bring the benefits of cannabis to the world.
  • The Company provides proprietary cannabis processing services, in addition to best-in-class product development, manufacturing, and commercialization of cannabis consumer packaged goods.
  • Nothing herein should be construed as either an offer to sell or a solicitation to buy or sell securities of The Valens Company.