CW Group Holdings Limited completed the acquisition of Sigma Healthcare Limited in reverse merger transaction.
CW Group Holdings Limited agreed to acquire Sigma Healthcare Limited (ASX:SIG) in reverse merger transaction for AUD 1.3 billion on December 11, 2023. Upon completion of the Proposed Merger, CWG shareholders will own 85.75% of MergeCo, and Sigma shareholders will hold the remaining 14.25%. The Proposed Merger is subject to a number of conditions including ACCC and OIO approvals, Approval of the Proposed Merger by the requisite majorities of CWG shareholders, Court approval of the Scheme and Sigma shareholder approvals. A break fee of AUD 25 million is payable by CWG and reverse break fee of AUD10 million is payable by Sigma in certain circumstances. The CWG Board of Directors unanimously recommends CWG shareholders vote in favour of the Proposed Merger and intend to vote in favour. Sigma has received a credit approved commitment letter from ANZ13 and NAB14 for a new AUD 1 billion debt facility to fund the cash consideration required under the Proposed Merger. The Sigma Board unanimously recommends that Sigma shareholders vote in favour of the resolutions. As of March 8, 2024, The Australian Competition and Consumer Commission is seeking investigation on the proposed merger of Sigma Healthcare Limited (Sigma) and CW Group Holdings Limited. As of June 13, 2024, The Australian Competition and Consumer Commission raised a Statement of Issues outlining preliminary competition concerns. The Proposed Merger is expected to complete in 2H CY24. As of October 1, 2024, Sigma Healthcare Limited acknowledges the announcement by the Australian Competition and Consumer Commission (ACCC) seeking market feedback on the undertaking that Sigma has proposed to address the matters raised in the ACCC?s Statement of Issues in relation to the proposed merger with Chemist Warehouse Group. The ACCC invites submissions on the proposed undertaking by 14 October 2024. To facilitate consultation, the proposed date for announcement of the ACCC decision on the merger has been extended from 24 October 2024 to 7 November 2024. ACCC clearance is a condition precedent to the proposed merger with CWG. As of November 7, 2024, the Australian Competition and Consumer Commission (ACCC) that it does not oppose the proposed merger with the Chemist Warehouse Group (CWG), subject to the undertaking that Sigma has provided. As of December 13, 2024, the Federal Court of Australia in relation to the Scheme made an order that Chemist Warehouse convenes and holds a meeting of Chemist Warehouse shareholders to consider and vote on a resolution to approve the Scheme. The Scheme Meeting, at which the Chemist Warehouse shareholders will vote on the proposed Scheme, is currently expected to be held on January 29, 2024. The Scheme Booklet has today been registered with the Australian Securities and Investments Commission. The deal is expected to be effective on February 4, 2025. As of January 29, 2025, the transaction has been approved by shareholders of CW Group Holdings. As on February 3, 2025, Federal Court of Australia (Court) has today made orders approving the proposed scheme of arrangement.
HMC is acting as strategic adviser to Sigma in relation to the Proposed Merger. Goldman Sachs is acting as financial adviser to the Sigma Board in relation to the Proposed Merger. Gilbert + Tobin is acting as legal adviser to Sigma in relation to the Proposed Merger. Rothschild & Co and Oaktower Partnership are acting as financial advisers and Herbert Smith Freehills is acting as Australian legal counsel to CWG for the Proposed Merger. Kroll Australia Pty Ltd acted as fairness opinion provider for CW Group Holdings Limited.
CW Group Holdings Limited completed the acquisition of Sigma Healthcare Limited (ASX:SIG) in reverse merger transaction on February 4, 2025. It is expected that implementation of the Scheme will occur on February 12, 2025 and Chemist Warehouse Shareholders will be provided with the Scheme Consideration on that date in respect of all Chemist Warehouse Shares held on the Scheme Record Date i.e, on February 6, 2025. New Sigma shares issued under the Scheme are expected to commence trading on a normal settlement basis on February 13, 2025.