• Sigma proposes to acquire 100% of Chemist Warehouse in exchange for cash and Sigma shares
• Transaction subject to shareholder and ACCC approval
• ACCC has not opposed the transaction after accepting an undertaking from Sigma

Sigma Healthcare Limited has released a draft prospectus in connection with its proposed merger with CW Group Holdings Limited (Chemist Warehouse). As announced to the ASX on 11 December 2023, Sigma proposes to acquire 100% of the issued shares in Chemist Warehouse in exchange for a combination of cash and Sigma shares, by way of a scheme of arrangement under the Corporations Act. The transaction is subject to various conditions, including approval by both Chemist Warehouse and Sigma shareholders, as well as approval from the Australian Competition and Consumer Commission (ACCC). On 7 November 2024, the ACCC announced it would not oppose the transaction after accepting an undertaking provided by Sigma. If the transaction is approved and all conditions are satisfied or waived, Sigma will acquire 100% of Chemist Warehouse, and Sigma will remain the listed entity and parent of the merged group. The draft prospectus has been prepared on the basis that the transaction is approved and completed, and the business described is that of the merged group post-implementation. If the transaction does not complete, the offer will not proceed, and Sigma's board and operations will continue in the ordinary course.