Sigma and CWG Merger Risks and Management Overview
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Key Terms of the Proposed Merger
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Acquisition of CWG by Sigma, to be effected via a CWG scheme of arrangement (Proposed Merger)
Proposed Merger of
CWG and Sigma
Consideration and
relative
shareholding
Key conditions and
approvals
Board and senior
management
Transaction timing
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Unanimously recommended by the Sigma Board and each Sigma director intends to vote, at the Sigma EGM, all of the Sigma shares they hold or control in favour of the resolutions that require the
approval of Sigma's shareholders for the Proposed Merger, in each case in the absence of a superior proposal for Sigma¹
Both HMC and HMC Capital Partners Fund I have advised Sigma that they support the Proposed Merger and intend to vote all of the Sigma shares that they hold at the date of the Sigma EGM in
favour of the Sigma resolutions to approve the Proposed Merger, in the absence of a superior proposal 1
Unanimously recommended by the CWG Board and each CWG Director intends to vote in favour of the Proposed Merger all of the CWG shares that they own or control (being 71% of the fully diluted
CWG shares on issue as at today's announcement), in each case in the absence of a superior proposal for CWG²
CWG shareholders will receive in aggregate, $700 million in cash subject to any leakage adjustment under the MIA. CWG shareholders will also receive such number of Sigma shares that results in
CWG shareholders owning 85.75% of MergeCo³
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Sigma has received a credit approved commitment letter from ANZ4 and NAB5 for a new $1.0 billion debt facility to fund the cash consideration required under the Proposed Merger and to refinance
existing CWG indebtedness. To the extent proceeds from the equity raising announced today have not already been applied to meet working capital requirements and to fund new business
initiatives as discussed in this Presentation, some of the net proceeds may instead be used to partially fund the cash consideration to CWG shareholders
Upon completion of the Proposed Merger, CWG shareholders will own 85.75% of MergeCo, and Sigma shareholders will hold the remaining 14.25%³
Proposed Merger subject to a number of conditions including:7
ACCC and (if required) OIO8 approvals
Approval of the Proposed Merger by the requisite majorities of CWG shareholders⁹
Court approval of the scheme in accordance with the Corporations Act 2001 (Cth) (Corporations Act)
Sigma shareholder approvals, including pursuant to ASX Listing Rule 11.1.2 (change of scale of Sigma), ASX Listing Rule 7.1 (issuance of securities under the transaction), ASX Listing Rule 10.1
(in relation to certain business arrangements between MergeCo and its directors and holders of 10% or more of its shares) 10 and under Sigma's constitution to appoint the CWG nominees to the
board (all 50% ordinary resolutions) as well as a resolution of Sigma shareholders under Part 2J.3 of the Corporations Act in relation to the proposed new debt facility (a 75% special resolution)
Neither company being affected by a material adverse change or prescribed occurrence and other customary conditions
Post completion of the Proposed Merger, the MergeCo Board will comprise four independent directors from Sigma, four directors from CWG and Vikesh Ramsunder as Managing Director
Michael Sammells to be Independent Chair of MergeCo, Vikesh Ramsunder to be Chief Executive Officer and Mark Davis to be Chief Financial Officer
Mario Verrocchi, current Chief Executive Officer & Managing Director of CWG, to continue to lead the CWG business post completion of the Proposed Merger and also be appointed as an Executive
Director of MergeCo
Subject to the ACCC approval process, and the satisfaction (or waiver) of the conditions under the MIA, the Proposed Merger is expected to complete in 2H CY24
Sigma will provide an update on the transaction with FY24 results in March 2024
Notes: 1. In addition, subject to the Sigma independent expert concluding (and continuing to conclude) that the related party arrangements relating to CWG are fair and reasonable or not fair but reasonable. 2. In addition, subject to the CWG independent expert concluding (and continuing to
conclude) that the Proposed Merger is in the best interests of CWG shareholders. 3. On a fully diluted basis, including cash-settled and share-based rights, grants or other incentive arrangements which have either been exercised, exchanged or converted for cash since 11 December 2023 or
remain outstanding upon completion of the Proposed Merger. In conjunction with entering into the MIA, Sigma and CWG have agreed to defer the issuance of the Placement Shares while the MIA remains on foot. If the Proposed Merger completes, these Placement Shares will not be issued.
If the MIA is terminated, the Placement Shares will be issued to CWG (or a subsidiary of CWG) on the later of 1 July 2024 and 20 business days post termination of the MIA. 4. Australia and New Zealand Banking Group Limited (ABN 11 005 357 522). 5. National Australia Bank Limited (ABN
12 004 044 937). 6. Refer to page 29 for detail on the commitment letter. 7. The full list of conditions precedent to implementation of the Proposed Merger is included in the MIA attached as Appendix B in the ASX Announcement, which was lodged with ASX today. Appendix A of the ASX
Announcement contains further information about the key shareholder approvals and documents to be issued by the parties in connection with the Proposed Merger. 8. The New Zealand Overseas Investment Office. 9. At least 75% of the votes cast and a majority in number of CWG
shareholders voting on the resolution (in person or by proxy). 10. See ASX Announcement for further detail on the business arrangements that may require Sigma shareholder approval under ASX Listing Rule 10.1View entire presentation