October 5, 2022

unic power

health life

Jamieson Wellness Inc. to Acquire Nutrawise Health & Beauty Corporation, Owner of youtheory Brand

8 min read

TORONTO–(BUSINESS WIRE)–Jamieson Wellness Inc. (“Jamieson Wellness” or the “Company”) (TSX: JWEL) today announced it has signed a definitive agreement to acquire Nutrawise Health & Beauty Corporation (“Nutrawise”), a leading innovator, manufacturer and marketer of premium supplements under the youtheory brand in the United States and other international markets, for approximately US$210 million ($265 million) on closing, plus potential additional consideration contingent on achieving pre-determined growth targets post-closing. Management anticipates the transaction will close during the Company’s third quarter 2022, subject to certain regulatory approvals and customary closing conditions.

Strategic Rationale:

  • Creates a platform for expansion in the U.S. VMS market
  • Premium brand and product offering highly complementary to Jamieson Brands’ portfolio
  • Mission-driven business culturally aligned with Jamieson’s focus on quality and holistic wellness
  • State-of-the-art manufacturing facility enhances available capacity and adds new capabilities
  • Diverse product distribution with a strong presence in Club and Specialty and a growing presence in FDM and E-commerce
  • Proven marketing expertise with high customer loyalty and engagement metrics
  • Significant potential to leverage the broad Jamieson portfolio under the youtheory brand in the U.S.
  • Transaction is immediately accretive with 2022 pro forma revenues of $155 million to $159 million and Adjusted EBITDA of $28 million to $29 million

“This transaction is a major strategic milestone for Jamieson, accelerating our expansion in the world’s largest vitamin, mineral and supplement market,” said Mike Pilato, President and CEO of Jamieson Wellness. “Youtheory’s co-founders Darren and Patty Rude have built a remarkable company and brand that is highly complementary to our existing portfolio and perfectly aligned with our commitment to providing consumers with high-quality products they can trust. The transaction is immediately accretive to Jamieson, and we see significant opportunities for future growth synergies as we leverage our broad product portfolio, best-in-class operational capabilities and global footprint to accelerate youtheory’s expansion across multiple categories and channels in the United States and around the world.”

Darren and Patty Rude have committed to working with the Company to help drive mutual growth aspirations for the youtheory brand. “Patty and I founded Nutrawise over ten years ago with the mission to build a business based on integrity, authenticity and quality,” said Darren Rude, co-founder of Nutrawise. “Jamieson Wellness shares a similar mission and values, and we are confident that the combination of Nutrawise, the youtheory brand and Jamieson’s expertise will further accelerate our growth and continue to support the health and wellness needs of our consumers.”

Transaction Details

The acquisition of Nutrawise fits Jamieson’s disciplined acquisition strategy and is expected to leverage the Company’s best practices, enhancing its overall growth and margin potential. The transaction is valued at approximately US$210 million ($265 million), including US$25 million ($32 million) in Jamieson Wellness common shares to be issued to the sellers, plus potential additional consideration contingent on achieving pre-determined growth targets post-closing, payable at the election of the sellers in cash, Jamieson common shares, or some combination thereof. The addition of Nutrawise is expected to be immediately accretive with pro forma 2022 revenue 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 costs and certain purchase accounting expenses. Jamieson expects to complete the transaction in the third quarter of 2022, subject to certain regulatory approvals and customary closing conditions including approval of the Toronto Stock Exchange.

The Company intends to finance the acquisition with an expanded, amended and extended credit facility. BMO Capital Markets, National Bank of Canada, Royal Bank of Canada and The Bank of Nova Scotia have provided committed financing in support of the transaction.

Following the transaction, Jamieson Wellness expects to continue to have access to capital to support further acquisitions and strategic growth initiatives, aided by a strong balance sheet and expanded free cash flow expected from the combined business. After giving effect to the acquisition and related financing, Jamieson Wellness expects to have a prudent level of leverage at approximately 3.0 times pro forma Adjusted EBITDA as of closing of the transaction.4

Advisors

BMO Capital Markets and RBC Capital Markets are serving as financial advisors and Ernst & Young LLP as tax advisors to Jamieson Wellness. Paul, Weiss, Rifkind, Wharton & Garrison LLP and McCarthy Tétrault LLP are serving as the Company’s legal advisors.

William Hood & Company are serving as exclusive financial advisors and Greenberg Glusker LLP and Bowen Tax Law are serving as legal advisors to the sellers.

Jamieson Wellness has received fairness opinions from BMO Capital Markets and RBC Capital Markets to the effect that, as of the date of the fairness opinions, subject to the assumptions, limitations and qualifications contained therein, the consideration to be paid under the transaction is fair from a financial point of view to the Company.

About Jamieson Wellness

Jamieson Wellness is dedicated to improving the world’s health and wellness with its portfolio of innovative natural health brands. Established in 1922, Jamieson is the Company’s heritage brand and Canada’s #1 consumer health brand. Jamieson Wellness also offers a variety of sports nutrition products and specialty supplements under its Progressive, Smart Solutions, Iron Vegan and Precision brands. The Company is a participant of the United Nations Global Compact and adheres to its principles-based approach to responsible business. For more information please visit www.jamiesonwellness.com.

Jamieson Wellness’ head office is located at 1 Adelaide Street East Suite 2200, Toronto, Ontario, Canada.

Forward-Looking Information

Certain statements included in this press release constitute forward-looking information within the meaning of applicable securities laws, including, but not limited to, those identified by the expressions “expect”, “anticipate”, “intend”, “may”, “will”, “estimate” and variations of such words and similar expressions. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to: the transaction and the terms thereof, the expected date of completion of the transaction and the anticipated benefits to the Company and its shareholders, the financing of the transaction and the additional revenue and Adjusted EBITDA expected to accrue to the Company as a result of the transaction. There can be no assurance that the proposed transaction will be completed, that it will be completed on the terms and conditions contemplated in this press release or that the expected benefits of the transaction will result. The proposed transaction could be modified or terminated in accordance with its terms.

Forward-looking information is based on a number of key expectations and assumptions made by the Company including, without limitation: the transaction will be completed on the terms currently contemplated; the transaction will be completed in accordance with the timing currently expected; all conditions to the completion to the transaction and the financing thereof will be satisfied or waived and the purchase agreement will not be terminated prior to the completion of the transaction; the expected future revenues and earnings of the Nutrawise business will result; timeline to close and, or, integrate the acquisition and exchange rates. Although the forward-looking information contained in this press release is based on what the Company’s management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such information.

Forward-looking information involves significant risks and uncertainties and should not be read as a guarantee of future performance or results as actual results and events may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things: the transaction may not be completed on the terms, or in accordance with the timing, currently contemplated, or at all; the Company and the sellers may not be successful in satisfying the conditions to the transaction; the possibility that the anticipated benefits of the transaction will not be realized when expected or at all; currency and interest rate fluctuations; and the inability to achieve or sustain revenue and earnings growth. Additional information about risks and uncertainties related to the Company and the assumptions associated with certain forward-looking information is discussed under “Risk Factors” in the Company’s Annual Information Form dated March 29, 2022 and under “Summary of Factors Affecting Our Performance”, “Forward-Looking Information”, “Risk Factors” and “Outlook” in the MD&A filed May 5, 2022, both of which are available on SEDAR at www.sedar.com. The Company cautions that the list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect the Company’s results. Readers are urged to consider the risks, uncertainties and assumptions associated with these statements carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information.

This forward-looking information is based on the Company’s reasonable assumptions and beliefs in light of the information currently available to it and the statements are made as of the date of this press release. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Non-IFRS and Other Financial Measures

This press release makes reference to certain financial measures, including non-IFRS measures that are historical or that are forward-looking and non-GAAP ratios. Management uses these financial measures for purposes of comparison to prior periods, development of future projections and earnings growth prospects, to measure the profitability of ongoing operations, in analyzing our business performance and trends and in evaluating the transaction and the financing thereof. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. The Company uses in this press release the following non-IFRS financial measures: “Adjusted EBITDA” and “net debt”, the most directly comparable financial measure that is disclosed in its financial statements being net earnings and long-term debt, respectively, and a non-IFRS ratio for leverage. See the “How we Assess the Performance of our Business” section of the Company’s MD&A filed May 5, 2022 for an explanation of the composition of such measures and see “Selected Consolidated Financial Information” of the Company’s MD&A filed February 24, 2022 for a quantitative reconciliation of the non-IFRS financial measures to their most directly comparable financial measure disclosed in the consolidated financial statements of the Company and accompanying notes for such period to which the measure relates, which disclosures are incorporated by reference herein.

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1 This is a non-IFRS financial measure. See the “Non-IFRS and Other Financial Measures” section of this press release for more information on this non-IFRS financial measure. Adjusted EBITDA of the Company for the year ended December 31, 2021 was C$100.1 million.

2 Unless otherwise indicated, pro forma figures for 2022 give effect to the Nutrawise acquisition as if it had occurred on January 1, 2022.

3 All figures in $CAD millions unless otherwise indicated.

4 This is a non-IFRS ratio. Refers to trailing twelve months Adjusted EBITDA of the Company and Nutrawise divided by net debt, each as of the expected closing date for the transaction. “Net debt” is a non-IFRS financial measure. See the “Non-IFRS and Other Financial Measures” section of this press release for more information on these non-IFRS and other financial measures.

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