Sigma and CWG Merger Risks and Management Overview
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Risks that are Common to Both Sigma and CWG
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Key Risks
Key Risk
Inability to acquire products
at competitive prices and
exposure to third parties'
supply chain vulnerabilities
Occupational health and
safety incident or breach
Impact of adverse economic
conditions, negative
consumer sentiment or
unfavourable market and
consumer trends
Summary
Each Merger Party's ability to wholesale or supply products at a competitive prices to their respective franchisees or community pharmacy customers and in the case of CWG, online customers for
consumer goods, is highly dependent on securing competitively priced arrangements from third party suppliers. A Merger Party may be unable to source products from key suppliers, or may experience
delays in transportation and may therefore be unable to service its customers' needs. Furthermore, if a third party supplier does not allocate enough stock to a Merger Party relative to its anticipated
demand for that product, or there is a wide-scale shortage of a particular type of medicine (e.g. as is currently occurring with semaglutide), this would have an impact on that Merger Party's revenue and
cash flow. A Merger Party may be materially and adversely affected if any of these suppliers are not willing or not able to supply products as contracted (including as a result of delay or disruption), or if
that Merger Party is unable to continue to negotiate favourable terms with suppliers (including in relation to the wholesale cost of the products) or find suitable replacement suppliers.
Both Merger Parties are to varying degrees subject to supply chain vulnerabilities of global pharmaceutical and FMCG manufacturers (including direct suppliers to the Merger Parties, upstream suppliers
or logistics suppliers). The pharmaceutical industry experiences varying levels of 'temporarily out of supply' and 'manufacturer can't supply' events for particular medicines and FMCG product from
suppliers. These levels fluctuate depending on the respective supply chain vulnerabilities of the manufacturer. Furthermore, environmental factors, including those related to climate change, can
contribute to supply chain disruptions and fluctuations in demand. Extreme weather events, natural disasters, or environmental policy changes may impact transportation infrastructure, disrupt production
facilities, and lead to delays in the delivery of pharmaceutical and FMCG products alike.
Any impacts to a Merger Party's supply chain could not only affect the availability of inventory, but also increase operational costs associated with sourcing alternative supply chain routes or contingency
plans. Should a Merger Party's supply chain be disrupted, it could lead to a loss of sales resulting in lower revenue, a loss of market share and have the potential to materially impact that Merger Party's
financial performance, operational efficiency, reputation and overall business continuity. Where the disruption impacts exclusive or own brands, there may also be flow-on negative impacts to margins
able to be achieved by that Merger Party. If this were to occur, there could be a material adverse effect on the Merger Party's financial performance.
Notwithstanding any preventative measures, due to the nature of the Mergers Parties' operations, both businesses are exposed to a risk of workplace accidents or unsafe operations. A health and safety
incident could lead to harm or injury to a Merger Party's employees, contractors or other parties (including the public).
The Merger Parties' respective wholesale and distribution operations are characterised by a labour-intensive workforce in warehouses and distribution centres. The nature of work involves manual,
repetitive tasks, use of machinery, working at heights and includes order picking, packing and transportation, which pose inherent risks to the safety and well-being of a Merger Party's employees and
contractors. The nature of the Merger Parties' workforces may lead to challenges in managing occupational health and safety effectively.
A Merger Party's safety protocols may not be implemented consistently or strictly adhered to across that Merger Party's operations. If a Merger Party's safety measures are ineffective, this could result in
loss of life or work-related injuries, impacting the emotional and physical health of that Merger Party's employees or contractors and leading to increased absenteeism, decreased productivity,
compensation payments, fines and other legal liability. Other consequences could include regulatory scrutiny, litigation, fines and increased compliance costs (including increased insurance premiums),
loss of business and reputational damage. Any of these could have a material adverse effect on a Merger Party's financial or operating performance.
Adverse economic conditions, including unfavourable interest rates, unemployment rates or inflation rates, negative consumer and business sentiment as well as geographical and political events may
affect a Merger Party's business.
These adverse economic conditions are outside of the Merger Parties' control, but may have a negative impact on the discretionary spending habits of retail customers of franchisees or wholesale
customers (which in turn may impact demand for consumer goods from that Merger Party) or of direct customers of the Merger Party itself. This may result in a significant decrease in demand for and
revenue generated by the Merger Party's products and services, or impact the success of the franchisees or Merger Party's growth plans.
Both Merger Parties are also exposed to the risk that market and consumer trends and demand in relation to products or services supplied by them (including in the case of CWG, demand from suppliers
for advertising and marketing services) may change. A Merger Party may be slow or unable to anticipate changing trends and respond in a timely fashion; they may not optimise their product offerings by
stocking too wide a range, or stocking products which could be costly to service. Any unanticipated changes or fluctuations in market and consumer behaviour and trends, or inadequate responses to
them, may result in a reduction in a Merger Party's revenue and the number of franchisees it attracts and retains, which may have a material adverse effect on its financial performance and financial
position.
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