Chemist Warehouse Group is pleased to announce that the Australian Competition
and Consumer Commission (ACCC) will not oppose its proposed merger with Sigma
Healthcare (ASX: SIG).
The ACCC decision comes after Sigma Healthcare agreed to court-enforceable
undertaking including:
• to remain a participating pharmaceutical wholesaler in the Commonwealth
Government’s Community Service Obligation arrangements for a period of 5
years;
• not to prevent or hinder Sigma franchisees, wholesale and buying group
customers who made their agreements prior to 1 July 2024 from terminating
their agreements with Sigma should they elect to do so, for a period of 3
years, subject to some exclusions;
• to implement data protection measures when Sigma franchisees, wholesale
and buying group customers elect to terminate their agreements with Sigma
• measures for the independent monitoring and oversight of Sigma’s
compliance with the undertaking.
The ACCC’s decision marks an important milestone for the proposed merger and
provides Chemist Warehouse Group with the regulatory certainty required to
progress with the next steps in the process.
Commenting on the announcement, Mario Verrocchi, Chief Executive Officer
of Chemist Warehouse Group said:
“We welcome the ACCC’s decision. Chemist Warehouse has a history of driving
innovation and competition, based on a high volume, low prices model. Our entry
into the pharmacy industry in 2000 added a new dimension to competition in that
industry, leading to a more competitive and dynamic industry as a result.
“We believe that the combined group will continue to drive competition within the
industry. By bringing together Sigma’s advanced distribution and logistics capabilities
with Chemist Warehouse’s strengths in retail and marketing, we are creating an
opportunity that will benefit both companies’ shareholders and customers. The
proposed merger sets the stage for a new chapter of growth for both Chemist
Warehouse and Sigma, aimed at delivering greater value to our customers,
employees, franchisees, and shareholders.”
Scheme Booklet
At this stage, shareholders in Chemist Warehouse Group do not need to take any
action. Chemist Warehouse Group is in the process of preparing the documentation
shareholders need to make an informed decision and have their say on the proposed
merger, including the finalisation of a Scheme Booklet.
This documentation must be reviewed by the relevant regulators before it is
despatched to Chemist Warehouse Group shareholders. This regulatory review is
anticipated to occur this calendar year, and an update on transaction timing
(including the timing for the Scheme Meeting) will be provided to Chemist
Warehouse Group shareholders after that regulatory review.
The proposed merger is still subject to a number of conditions including:
• Approval of the proposed merger by the requisite majorities of Chemist
Warehouse Group shareholders
• Court approval of the Scheme in accordance with the Corporations Act 2001
• Sigma shareholder approvals
