Sigma and CWG Merger Risks and Management Overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
MergeCo Capital Structure
Consideration Funding for MergeCo Transaction
As part of the Proposed Merger, Sigma will pay $700 million¹ to CWG
shareholders and refinance c.$300 million² of existing CWG debt.
This will be funded through a new $1.0 billion debt facility and net
cash in the business. The debt commitment letter received by Sigma
contains conditions precedent to drawdown on customary terms
including that the lenders, ANZ³ and NAB4, are satisfied of each of
the due diligence reports prepared in connection with the Proposed
Merger including vendor due diligence on Sigma and successful
completion of the Entitlement Offer (which would not be satisfied if
the Underwriting Agreement was terminated)
Sigma is raising $400 million via an Entitlement Offer to fund its
business on a standalone basis including working capital for the new
Chemist Warehouse supply contract, growth initiatives across its
retail network and expansion in private label
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
•
.
MergeCo Capital Structure
MergeCo intends to maintain a capital structure that will allow the
business adequate funding flexibility to pursue growth initiatives
The Board will give consideration to MergeCo's ongoing capital
requirements and dividend policy in determining the level of MergeCo
debt post transaction
MergeCo's dividend policy will be determined by the Board at or around
the time of completion of the Proposed Merger
29
29
Notes:
1.
2.
Net of cash at bank
3.
Subject to any leakage adjustment under the MIA
Australia and New Zealand Banking Group Limited (ABN 11 005 357 522)
4.
National Australia Bank Limited (ABN 12 004 044 937)View entire presentation