Sigma Healthcare completes merger with Chemist Warehouse
CLAYTON: Sigma Healthcare Limited announced Wednesday that it has finalized its acquisition of 100% of the issued shares in CW Group Holdings Limited, the parent company of Chemist Warehouse. The merger, executed through a scheme of arrangement, was implemented on Feb. 12, 2025.
Under the terms of the scheme, Chemist Warehouse shareholders received $0.44646929 in cash and 6.31829351 new Sigma shares for each Chemist Warehouse share they held as of the scheme record date on Feb. 6, 2025. The new Sigma shares are set to begin trading on a normal settlement basis on Feb. 13, 2025. There were no ineligible foreign shareholders under the scheme.
Following the merger, Chemist Warehouse is now a wholly owned subsidiary of Sigma. The company also announced changes to its board of directors. Ms. Kate Spargo has resigned from the board, and Mr. Jack Gance, Mr. Mario Verrocchi, Mr. Damien Gance, and Ms. Danielle Di Pilla have been appointed as new directors, effective immediately.
In a move to ensure long-term value creation, key stakeholders, including Mr. Jack Gance, Mr. Sam Gance, and Mr. Mario Verrocchi, have entered into voluntary escrow arrangements. These arrangements restrict the sale of a significant portion of their shares until specific financial milestones are met. The escrow periods are divided into two phases, with the first phase ending no earlier than Aug. 31, 2025, and the second phase ending no earlier than Aug. 31, 2026.
Sigma’s existing Share Trading Policy has been adopted by the merged group, with some administrative changes. The board has also approved a special dispensation period, allowing trading in Sigma shares from Feb. 13, 2025, to March 13, 2025, despite the current blackout period under the policy.
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