Over 90% of Sigma Shareholders Approve Chemist Warehouse Deal

Strong Shareholder Endorsement

Sigma Healthcare Limited has taken a decisive step forward in its proposed merger with Chemist Warehouse, securing overwhelming shareholder approval for all resolutions at its extraordinary general meeting held in Melbourne on 29 January 2025. The resolutions, which included significant change approval, placement capacity, related party arrangements, and financial assistance, were passed with votes exceeding 90% in favour, reflecting robust investor confidence in the strategic rationale behind the merger.

Board Composition and Governance

The meeting also ratified the election of four new directors, Jack Gance, Mario Verrocchi, Damien Gance, and Danielle Di Pilla, each receiving strong shareholder support. These appointments are poised to play a critical role in steering the combined entity through the integration phase and beyond. Additionally, the increase in the non-executive director fee pool and adjustments to performance rights were approved, aligning governance structures with the enlarged company’s ambitions.

Next Steps and Legal Approvals

While the shareholder vote marks a significant milestone, the merger remains subject to final approval by the Court at the Second Court Hearing scheduled for 10:15am Melbourne time on 3 February 2025. Provided the Court grants approval and all other conditions precedent are met or waived, the scheme will become legally effective upon lodgement of the Court’s orders with ASIC on 4 February 2025.

Implementation Timeline

The implementation of the scheme is expected to occur on 12 February 2025, with Chemist Warehouse shareholders receiving the scheme consideration for their shares as of the record date on 6 February 2025. Subsequently, new Sigma shares issued under the scheme are anticipated to commence trading on a normal settlement basis from 13 February 2025, marking the formal consolidation of the two businesses.

Strategic Implications

This merger represents a transformative consolidation in the Australian healthcare and pharmaceutical distribution sector. By combining Sigma’s extensive wholesale and distribution capabilities with Chemist Warehouse’s retail footprint, the merged entity aims to enhance competitive positioning, operational efficiencies, and shareholder value. Market participants will be closely watching the integration process and the merged company’s ability to leverage synergies in a highly competitive environment.