Sigma and CWG Merger Risks and Management Overview
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Summary
Proposed Merger recommended by both Sigma and CWG Boards1
A transformational and compelling transaction for Sigma and CWG
Creation of a full-service wholesaler, distributor and retail pharmacy franchisor
Combines Sigma's extensive and state-of-the-art distribution infrastructure with CWG's leading retailing know-how
Aggregate annual historical MergeCo EBIT >$495m², before synergies
Significant potential for synergies - c.$60m p.a. of cost synergies expected³
Highly experienced management team and Board
Greater scale, investor interest and balance sheet strength – indicative MergeCo market capitalisation >$8.8bn and expected to be eligible to sit well within the
S&P/ASX200 following quarterly re-balancing5
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 CY246
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Notes:
1. In each case, in the absence of a superior proposal for Sigma and CWG respectively and, in the case of the Sigma Board, 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, and
in the case of the CWG Board, subject to an independent expert concluding (and continuing to conclude) that the Proposed Merger is in the best interests of CWG shareholders. 2. 12 months to June 2023 in the case of CWG and 12 months to July 2023 in the case of Sigma. Shown on an aggregated basis and
does not take into account intercompany adjustments. Refer to page 42 for further detail. This is based on historical financial information of CWG and Sigma and is given for illustrative purposes only and should not be relied upon as Sigma's views on its future financial performance following completion of the
Proposed Merger. There has been no alignment of the financial year ends of Sigma and CWG to present the aggregated MergeCo financial information. Year-end reporting periods will be aligned post implementation of the Proposed Merger. 3. On a run-rate basis. Synergies expected to be achieved four years post
completion of the Proposed Merger. One-off costs to achieve estimated at c.$75m. Refer to page 28 for further detail. 4. Based on estimated MergeCo shares at completion of the Proposed Merger of 11.6 billion (including shares issued in the $400 million capital raising announced today) and based on Sigma's last
traded price of $0.7625/sh on 6 December 2023. 5. Refer to the notes on page 30 of this presentation for further detail. 6. The full list of conditions precedent to implementation of the Proposed Merger is included in the MIA attached as Appendix B in the ASX AnnouncementView entire presentation