CW Group Holdings Limited agreed to acquire Sigma Healthcare Limited (ASX:SIG) on December 11, 2023 in reverse merger transaction. Upon completion of the Proposed Merger, CWG shareholders will own 85.75% of MergeCo, and Sigma shareholders will hold the remaining 14.25%. The Proposed Merger is subject to a number of conditions including ACCC and OIO approvals, Approval of the Proposed Merger by the requisite majorities of CWG shareholders, Court approval of the Scheme and Sigma shareholder approvals. A break fee of AUD25 million is payable by CWG and reverse break fee of AUD10 million is payable by Sigma in certain circumstances. The CWG Board of Directors unanimously recommends CWG shareholders vote in favour of the Proposed Merger and intend to vote in favour. Sigma has received a credit approved commitment letter from ANZ13 and NAB14 for a new AUD1billion debt facility to fund the cash consideration required under the Proposed Merger. The Sigma Board
unanimously recommends that Sigma shareholders vote in favour of the resolutions. The Proposed Merger is expected to complete in 2H CY24. HMC is acting as strategic adviser to Sigma in relation to the Proposed Merger. Goldman Sachs is actingas financial adviser to the Sigma Board in relation to the Proposed Merger. Gilbert + Tobin is acting as legal adviser to Sigma in relation to the Proposed Merger. Rothschild & Co and Oaktower Partnership are acting as financial advisers and Herbert Smith Freehills is acting as Australian legal counsel to CWG for the Proposed Merger.