1. SNDL to acquire 32 cannabis stores from 1CM for $32.2 million. 2. The acquisition will close in two stages due to regulatory approvals. 3. First closing expected January 2026; second closing delayed until mid-2026. 4. 1CM plans to return capital to shareholders post-acquisition. 5. SNDL's significant cash infusion solidifies its market leadership.
FAQ
Why Bullish?
The acquisition strengthens SNDL's market position, potentially increasing profitability. Historical examples show similar acquisitions can boost stock prices if successfully executed.
How important is it?
Significant changes in 1CM's structure and market positioning affect MILFF directly. The acquisition confirms confidence in the cannabis market, potentially influencing shareholder sentiment.
Why Long Term?
While immediate operational changes are uncertain, the acquisition can lead to long-term growth. The strategic positioning in a growing cannabis market may yield benefits over time.
SNDL Inc. and 1CM Inc. Update on Amended Arrangement Agreement
EDMONTON, Alberta and TORONTO, Dec. 15, 2025 – SNDL Inc. (NASDAQ: SNDL, CSE: SNDL) and 1CM Inc. (CSE: EPIC, OTCQB: MILFF, FSE: IQ70) have announced a significant milestone in their collaboration by entering into an amended and restated arrangement agreement (the "A&R Arrangement Agreement") today. This revision modifies the terms originally established on April 9, 2025, under which SNDL confirmed its acquisition of 32 cannabis retail stores brandishing the Cost Cannabis and T Cannabis names across Ontario, Alberta, and Saskatchewan.
Acquisition Details and Transaction Structure
The transaction is valued at $32.2 million in cash, though it remains subject to adjustments. Both parties have agreed to execute the acquisition in two phases, carefully timed with the necessary provincial regulatory approvals:
- First Closing: Involves 5 cannabis retail outlets situated in Alberta and Saskatchewan, with regulatory approvals anticipated to materialize at this stage.
- Second Closing: Encompasses the remaining 27 cannabis shops located in Ontario, where necessary approvals are not expected before the end of 2025.
The timeline for completing the transaction has been extended from December 31, 2025, to May 31, 2026, allowing ample time for regulatory compliance.
Financial Breakdown and Payment Schedule
The fees for the initial closing are set at $5.0 million, while the second closing will account for the additional $27.2 million in cash. Furthermore, SNDL has already made a $2.0 million non-refundable cash deposit related to the first closing.
Shareholder Approvals and Legal Proceedings
At the annual and special meeting held on June 16, 2025, 1CM’s shareholders voted overwhelmingly in favor of this transaction. Additionally, a final order was granted by the Ontario Superior Court of Justice on June 18, 2025, approving the arrangement. A court hearing is scheduled for January 5, 2026, to seek further approval for the updated terms of the A&R Arrangement Agreement.
Future Plans and Capital Returns
Following the acquisition, 1CM intends to implement a return of capital to its shareholders derived from the net proceeds of the transaction. However, this announcement will likely not occur until after the second closing. The proceeds from the first closing are expected to cover transaction costs and support ongoing working capital needs.
About the Companies
SNDL Inc. is a leading vertically integrated cannabis company and premier private-sector liquor and cannabis retailer in Canada. With brands such as Ace Liquor and Spiritleaf, SNDL continues to expand its portfolio within the industry.
1CM Inc., known for its retail operations in cannabis and liquor, brings a record of successful cash-flow positive locations. The company plans to pursue further growth through additional mergers and acquisitions.
Contact Information
For inquiries, please reach out:
- SNDL Contact: Tomas Bottger, SNDL Inc.
O: 1.587.327.2017
E: investors@sndl.com - 1CM Contact: Harshil Chovatiya, 1CM Inc.
O: 1.717.888.8889
E: info@1cminc.com
Forward-Looking Statements
This release includes forward-looking statements concerning anticipated events and outcomes related to the arrangement agreement, including timing of closings and court approvals. The actual outcomes are subject to various risks and uncertainties. For further details on risk factors, please consult the respective companies’ filings.