News: SIG Sigma Healthcare Ltd - Transformational Merger & Equity Raising-

Dec 11 (Reuters) - Sigma Healthcare Ltd (SIG) :

• SIGMA HEALTHCARE LTD - TRANSFORMATIONAL MERGER & EQUITY RAISING
• ENTERED INTO A MERGER IMPLEMENTATION AGREEMENT (MIA) TO MERGE WITH CW GROUP HOLDINGS LIMITED
• UNDERTAKING A FULLY UNDERWRITTEN PRO-RATA ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER TO RAISE GROSS PROCEEDS OF A$400 MILLION
• CWG SHAREHOLDERS TO HOLD 85.75% AND SIGMA SHAREHOLDERS TO HOLD 14.25% OF MERGED GROUP
• PROPOSED MERGER TO BE EFFECTED BY SIGMA ACQUIRING CWG VIA A SCHEME OF ARRANGEMENT
• PROPOSED MERGER IS EXPECTED TO COMPLETE IN 2H CY24
• SCHEME IN EXCHANGE FOR SIGMA SHARES AND A$700 MILLION CASH CONSIDERATION
• CWG SHAREHOLDERS WILL RECEIVE IN AGGREGATE, A$700 MILLION IN CASH SUBJECT TO ANY LEAKAGE ADJUSTMENT UNDER MIA
• COST SYNERGIES FROM PROPOSED MERGER INITIALLY ESTIMATED AT A$60 MILLION PER ANNUM, EXPECTED TO BE REALISED FOUR YEARS POST COMPLETION
• CWG SHAREHOLDERS WILL ALSO RECEIVE SUCH NUMBER OF SIGMA SHARES THAT RESULTS IN CWG SHAREHOLDERS OWNING 85.75% OF MERGECO
• INDICATIVE MERGECO MARKET CAPITALISATION > A$8.8 BILLION
• FY24 YTD LIKE-FOR-LIKE WHOLESALE SALES (EXCLUDING RAPID ANTIGEN TESTS) OF A$2.3 BILLION, UP A$146 MILLION OR 6.8% ON PCP
• REMAINS ON TRACK TO ACHIEVE REAFFIRMED FULL YEAR FY24 EBIT GUIDANCE OF A$26 MILLION - A$31 MILLION
• NEW CHEMIST WAREHOUSE SUPPLY CONTRACT EXPECTED TO GENERATE A MINIMUM OF A$3 BILLION REVENUE IN FIRST FULL YEAR OF CONTRACT