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Platform Acquisition Accelerates Development in U.S. Market with Main Premium Model

Instantly Accretive with 2022 Professional Forma Income of $155 million to $159 million and Adjusted EBITDA¹ of $28 million to $29 million^2,3

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TORONTO — Jamieson Wellness Inc. (“Jamieson Wellness” or the “Firm”) (TSX: JWEL) at present introduced it has signed a definitive settlement to amass Nutrawise Well being & Magnificence Company (“Nutrawise”), a number one innovator, producer and marketer of premium dietary supplements beneath the youtheory model in the USA and different worldwide markets, for roughly US$210 million ($265 million) on closing, plus potential extra consideration contingent on reaching pre-determined development targets post-closing. Administration anticipates the transaction will shut throughout the Firm’s third quarter 2022, topic to sure regulatory approvals and customary closing circumstances.

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Strategic Rationale:

“This transaction is a serious strategic milestone for Jamieson, accelerating our growth on this planet’s largest vitamin, mineral and complement market,” mentioned Mike Pilato, President and CEO of Jamieson Wellness. “Youtheory’s co-founders Darren and Patty Impolite have constructed a outstanding firm and model that’s extremely complementary to our present portfolio and completely aligned with our dedication to offering shoppers with high-quality merchandise they’ll belief. The transaction is instantly accretive to Jamieson, and we see important alternatives for future development synergies as we leverage our broad product portfolio, best-in-class operational capabilities and world footprint to speed up youtheory’s growth throughout a number of classes and channels in the USA and world wide.”

Darren and Patty Impolite have dedicated to working with the Firm to assist drive mutual development aspirations for the youtheory model. “Patty and I based Nutrawise over ten years in the past with the mission to construct a enterprise based mostly on integrity, authenticity and high quality,” mentioned Darren Impolite, co-founder of Nutrawise. “Jamieson Wellness shares an analogous mission and values, and we’re assured that the mix of Nutrawise, the youtheory model and Jamieson’s experience will additional speed up our development and proceed to assist the well being and wellness wants of our shoppers.”

Transaction Particulars

The acquisition of Nutrawise suits Jamieson’s disciplined acquisition technique and is anticipated to leverage the Firm’s greatest practices, enhancing its general development and margin potential. The transaction is valued at roughly US$210 million ($265 million), together with US$25 million ($32 million) in Jamieson Wellness widespread shares to be issued to the sellers, plus potential extra consideration contingent on reaching pre-determined development targets post-closing, payable on the election of the sellers in money, Jamieson widespread shares, or some mixture thereof. The addition of Nutrawise is anticipated to be instantly accretive with professional forma 2022 income of between US$123 and US$126 million ($155 and $159 million) and Adjusted EBITDA of between US$22 and US$23 million ($28 and $29 million), which excludes transaction and integration-related prices and sure buy accounting bills. Jamieson expects to finish the transaction within the third quarter of 2022, topic to sure regulatory approvals and customary closing circumstances together with approval of the Toronto Inventory Trade.

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The Firm intends to finance the acquisition with an expanded, amended and prolonged credit score facility. BMO Capital Markets, Nationwide Financial institution of Canada, Royal Financial institution of Canada and The Financial institution of Nova Scotia have supplied dedicated financing in assist of the transaction.

Following the transaction, Jamieson Wellness expects to proceed to have entry to capital to assist additional acquisitions and strategic development initiatives, aided by a robust stability sheet and expanded free money circulate anticipated from the mixed enterprise. After giving impact to the acquisition and associated financing, Jamieson Wellness expects to have a prudent stage of leverage at roughly 3.0 occasions professional forma Adjusted EBITDA as of closing of the transaction.⁴

Advisors

BMO Capital Markets and RBC Capital Markets are serving as monetary advisors and Ernst & Younger LLP as tax advisors to Jamieson Wellness. Paul, Weiss, Rifkind, Wharton & Garrison LLP and McCarthy Tétrault LLP are serving because the Firm’s authorized advisors.

William Hood & Firm are serving as unique monetary advisors and Greenberg Glusker LLP and Bowen Tax Regulation are serving as authorized advisors to the sellers.

Jamieson Wellness has acquired equity opinions from BMO Capital Markets and RBC Capital Markets to the impact that, as of the date of the equity opinions, topic to the assumptions, limitations and {qualifications} contained therein, the consideration to be paid beneath the transaction is honest from a monetary standpoint to the Firm.

About Jamieson Wellness

Jamieson Wellness is devoted to bettering the world’s well being and wellness with its portfolio of progressive pure well being manufacturers. Established in 1922, Jamieson is the Firm’s heritage model and Canada’s #1 shopper well being model. Jamieson Wellness additionally provides a wide range of sports activities diet merchandise and specialty dietary supplements beneath its Progressive, Good Options, Iron Vegan and Precision manufacturers. The Firm is a participant of the United Nations International Compact and adheres to its principles-based method to accountable enterprise. For extra data please go to www.jamiesonwellness.com.

Jamieson Wellness’ head workplace is positioned at 1 Adelaide Road East Suite 2200, Toronto, Ontario, Canada.

Ahead-Trying Data

Sure statements included on this press launch represent forward-looking data throughout the which means of relevant securities legal guidelines, together with, however not restricted to, these recognized by the expressions “count on”, “anticipate”, “intend”, “might”, “will”, “estimate” and variations of such phrases and comparable expressions. A few of the particular forward-looking statements on this press launch embrace, however usually are not restricted to, statements with respect to: the transaction and the phrases thereof, the anticipated date of completion of the transaction and the anticipated advantages to the Firm and its shareholders, the financing of the transaction and the extra income and Adjusted EBITDA anticipated to accrue to the Firm because of the transaction. There will be no assurance that the proposed transaction will probably be accomplished, that will probably be accomplished on the phrases and circumstances contemplated on this press launch or that the anticipated advantages of the transaction will end result. The proposed transaction might be modified or terminated in accordance with its phrases.

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Ahead-looking data relies on quite a few key expectations and assumptions made by the Firm together with, with out limitation: the transaction will probably be accomplished on the phrases presently contemplated; the transaction will probably be accomplished in accordance with the timing presently anticipated; all circumstances to the completion to the transaction and the financing thereof will probably be happy or waived and the acquisition settlement is not going to be terminated previous to the completion of the transaction; the anticipated future revenues and earnings of the Nutrawise enterprise will end result; timeline to shut and, or, combine the acquisition and alternate charges. Though the forward-looking data contained on this press launch relies on what the Firm’s administration believes to be cheap assumptions, the Firm can’t guarantee buyers that precise outcomes will probably be in step with such data.

Ahead-looking data entails important dangers and uncertainties and shouldn’t be learn as a assure of future efficiency or outcomes as precise outcomes and occasions might differ materially from these expressed or implied in such forward-looking data. These dangers and uncertainties embrace, amongst different issues: the transaction might not be accomplished on the phrases, or in accordance with the timing, presently contemplated, or in any respect; the Firm and the sellers might not be profitable in satisfying the circumstances to the transaction; the chance that the anticipated advantages of the transaction is not going to be realized when anticipated or in any respect; foreign money and rate of interest fluctuations; and the lack to attain or maintain income and earnings development. Extra details about dangers and uncertainties associated to the Firm and the assumptions related to sure forward-looking data is mentioned beneath “Threat Elements” within the Firm’s Annual Data Kind dated March 29, 2022 and beneath “Abstract of Elements Affecting Our Efficiency”, “Ahead-Trying Data”, “Threat Elements” and “Outlook” within the MD&A filed Might 5, 2022, each of which can be found on SEDAR at www.sedar.com. The Firm cautions that the record of danger components and uncertainties just isn’t exhaustive and different components may additionally adversely have an effect on the Firm’s outcomes. Readers are urged to think about the dangers, uncertainties and assumptions related to these statements rigorously in evaluating the forward-looking data and are cautioned to not place undue reliance on such data.

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This forward-looking data relies on the Firm’s cheap assumptions and beliefs in mild of the data presently obtainable to it and the statements are made as of the date of this press launch. The Firm doesn’t undertake any obligation to replace such forward-looking data, whether or not because of new data, future occasions or in any other case, besides as expressly required by relevant regulation.

Non-IFRS and Different Monetary Measures

This press launch makes reference to sure monetary measures, together with non-IFRS measures which can be historic or which can be forward-looking and non-GAAP ratios. Administration makes use of these monetary measures for functions of comparability to prior durations, improvement of future projections and earnings development prospects, to measure the profitability of ongoing operations, in analyzing our enterprise efficiency and tendencies and in evaluating the transaction and the financing thereof. These measures usually are not acknowledged measures beneath IFRS, should not have a standardized which means prescribed by IFRS and are due to this fact unlikely to be akin to comparable measures offered by different corporations. The Firm makes use of on this press launch the next non-IFRS monetary measures: “Adjusted EBITDA” and “internet debt”, probably the most immediately comparable monetary measure that’s disclosed in its monetary statements being internet earnings and long-term debt, respectively, and a non-IFRS ratio for leverage. See the “How we Assess the Efficiency of our Enterprise” part of the Firm’s MD&A filed Might 5, 2022 for an evidence of the composition of such measures and see “Chosen Consolidated Monetary Data” of the Firm’s MD&A filed February 24, 2022 for a quantitative reconciliation of the non-IFRS monetary measures to their most immediately comparable monetary measure disclosed within the consolidated monetary statements of the Firm and accompanying notes for such interval to which the measure relates, which disclosures are included by reference herein.

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¹ It is a non-IFRS monetary measure. See the “Non-IFRS and Different Monetary Measures” part of this press launch for extra data on this non-IFRS monetary measure. Adjusted EBITDA of the Firm for the 12 months ended December 31, 2021 was C$100.1 million.
² Except in any other case indicated, professional forma figures for 2022 give impact to the Nutrawise acquisition as if it had occurred on January 1, 2022.
³ All figures in $CAD tens of millions until in any other case indicated.
⁴ It is a non-IFRS ratio. Refers to trailing twelve months Adjusted EBITDA of the Firm and Nutrawise divided by internet debt, every as of the anticipated deadline for the transaction. “Internet debt” is a non-IFRS monetary measure. See the “Non-IFRS and Different Monetary Measures” part of this press launch for extra data on these non-IFRS and different monetary measures.

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Contacts

Investor and Media Contact Data:

Jamieson Wellness
Ruth Winker
416-705-5437
[email protected]

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