Sigma and CWG Merger Risks and Management Overview slide image

Sigma and CWG Merger Risks and Management Overview

Important Notice and Disclaimer 2 Important Notices and Disclaimer By accepting, accessing or reviewing this investor presentation (Presentation) or attending an investor presentation or briefing, you represent and warrant that you are entitled to receive this Presentation in accordance with the restrictions, and agree to be bound by the limitations, contained within it. You are advised to read these important notices and disclaimers carefully before reading or making any other use of this Presentation or any information contained in this Presentation. Purpose of this Presentation This Presentation has been prepared by Sigma Healthcare Limited (ACN 088 417 403) (Sigma) and is dated 11 December 2023. This Presentation has been prepared in connection with Sigma's proposed pro rata accelerated non- renounceable entitlement offer of new fully-paid ordinary shares (Shares) in Sigma (New Shares) to certain eligible Sigma shareholders (Entitlement Offer or Offer) and the Proposed Merger (as defined below). The Entitlement Offer is being made to eligible institutional shareholders in certain permitted jurisdictions and to retail shareholders in Australia and New Zealand under section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) as modified by the Australian Securities and Investments Commission (ASIC) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73. CWG information and considerations relating to the Proposed Merger On 11 December 2023, Sigma announced that it had entered into a merger implementation agreement under which it agreed to acquire 100% of the shares in CW Group Holdings Limited (ACN 635 851 839) (CWG or Chemist Warehouse Group) by way of a scheme of arrangement under Part 5.1 of the Corporations Act (Proposed Merger). The Proposed Merger is subject to the satisfaction of certain conditions precedent and if the conditions precedent are not satisfied within the required timeframe (or waived, where capable of being waived), the Proposed Merger may not complete. Please see the ASX Announcement (defined below) for further details regarding the conditions precedent. Certain information in this Presentation has been sourced from, or is based on information sourced from, CWG or its representatives or associates (including the table on page 42 of this Investor Presentation). While steps have been taken to confirm that information to the extent practicable, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, completeness, reliability or adequacy. Sigma undertook a due diligence process in respect of the Proposed Merger, which relied in part on legal, financial, taxation, synergies and operational due diligence information provided by CWG. If any such information provided to, and relied upon by, Sigma in its due diligence, and in its preparation of this Presentation, proves to be incorrect, incomplete or misleading, or if any of those due diligence enquiries failed to identify potential issues, there is a risk that the actual financial position and performance of CWG may be materially different to Sigma's understanding, or the realisable synergies from the Proposed Merger are less than anticipated. Either of these could have a material adverse effect on the merged entity's financial condition or performance. There is also a risk that new issues may arise after the date of this Presentation which could have a material impact on the merged entity (for example, Sigma may discover CWG liabilities or defects which were not identified through due diligence or for which there is no contractual protection), or there might be adverse developments in CWG's business or prospects or issues previously identified in due diligence could have a more significant impact on CWG (or Sigma) than Sigma anticipated or accounted for. This could adversely impact upon the operations, financial performance and/or financial position of the merged entity. Please see Appendix E of this Presentation for additional risks associated with CWG's business and the Proposed Merger. Certain forward-looking information in this Presentation, including information about potential synergies in connection with the Proposed Merger, may assume the successful integration of CWG into Sigma's business. The success of this (like any of Sigma's commercial strategies) is based on certain assumptions which may prove to be incorrect. The success of the Proposed Merger is subject to uncertainties and contingencies, some of which are beyond Sigma's control, and no assurance can be given that the integration will be successful or that the anticipated benefits from Sigma's commercial strategies (including the Proposed Merger) will be realised in the period for which the forward-looking statements may have been prepared or otherwise. Please refer to the "Key Risks" section in Appendix E of this Presentation for a non-exhaustive summary of certain risk factors that impact Sigma's business and the business of the merged entity. In addition, Appendix E contains specific risks relating to CWG, as well as risks relating to the success of the Proposed Merger. These risks should be considered before making any investment decision. This Presentation does not purport to contain all the information that investors may require in order to assess the Proposed Merger. It contains select information only. Further information about CWG and the Proposed Merger will be contained in the transaction documents described in the announcement in relation to the Proposed Merger and the Offer released by Sigma to ASX on the same date as this Presentation (ASX Announcement). Estimates and forward-looking information contained in this Presentation and relating to Sigma's business post-completion of the Proposed Merger are illustrative and are not representations as to future matters, are based on many assumptions and are subject to significant uncertainties and contingencies that are subject to change without notice and involve known and unknown risks, many (if not all) of which are outside the control of Sigma and CWG and their respective directors and management. Actual events or results may differ significantly from the events or results expressed or implied by any estimate, forward-looking information or other information in this Presentation. No representation is made that any estimate contained in this Presentation will be achieved and forward-looking information will not be warranted. You should make your own independent assessment of the Proposed Merger.
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