Jamieson Wellness Inc.
TSX : JWEL

Jamieson Wellness Inc.
CCMP Capital Advisors

October 02, 2017 16:51 ET

CCMP Capital Advisors, LP and Jamieson Wellness Inc. Announce C$150 Million Secondary Bought Deal Financing

Reduces CCMP Capital Advisors, LP Ownership Interest in Jamieson Wellness Inc. to approximately 17.7% down from 39.2%

TORONTO, ONTARIO--(Marketwired - Oct. 2, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Jamieson Wellness Inc. (TSX:JWEL) ("Jamieson" or the "Company") and certain funds ("CCMP") to which investment advisory services are provided by CCMP Capital Advisors, LP and Dr. Louis J. Aronne (together with CCMP, the "Selling Shareholders") have announced today that they have entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and RBC Capital Markets, whereby the Selling Shareholders have agreed to sell on bought deal basis 8,120,000 common shares (the "Common Shares"), at a price of $18.50 per Common Share for gross proceeds of $150,220,000 (the "Offering"). CCMP will be selling 8,100,000 common shares and Dr. Louis J. Aronne will be selling 20,000 common shares. CCMP has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about October 18, 2017 and is subject to the Company receiving all necessary regulatory approvals.

The proceeds from the Offering will be paid to the Selling Shareholders. The Company will not receive any proceeds from the Offering, or over-allotment option, if exercised.

The Common Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada and may also be offered by way of private placement in the United States.

Upon completion of the Offering, CCMP will own approximately 6,658,751 common shares, representing an approximate 17.7% ownership interest in the Company, down from 39.2% at the time of the Company's initial public offering in July of 2017. If the over-allotment option is exercised in full, CCMP will own approximately 5,440,751 common shares, representing an approximate 14.4% ownership interest in the Company.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company reaffirmed its outlook that was included in its Q2 management's discussion and analysis of financial condition and results of operations in its final prospectus (the "Prospectus") dated June 29, 2017 in respect of its initial public offering, and continues to expect pro forma revenue(1) in the range of $303 to $310 million and pro forma Adjusted EBITDA(1) of $62 million in 2017.

(1) Pro forma 2017 revenue and Adjusted EBITDA assumes the acquisition of Body Plus Nutritional Products Inc. ("Body Plus") and Sonoma Nutraceuticals Inc. ("Sonoma") occurred on January 1, 2017 and thus includes the estimated contribution of the acquired business for the full 12 months of fiscal 2017. On a statutory basis and excluding the pre-acquisition results for Body Plus and Sonoma, the Company expects 2017 revenue of $299 to $306 million and Adjusted EBITDA of $61.4 million.

About CCMP Capital Advisors

CCMP Capital Advisors specializes in middle market buyouts and growth equity investments of $100 million to $500 million in North America and Europe. CCMP Capital Advisors focuses on generating alpha through the operational transformation and growth of its portfolio companies. With offices in New York, Houston and London, CCMP Capital Advisors invests in three primary industries: Consumer/Retail, Industrial, and Healthcare. Selected investments include: Truck Hero, Badger Sportswear, The Hillman Group, Jamieson Laboratories, Jetro Cash & Carry, Milacron, PQ Corporation, Pure Gym, Shoes For Crews, Generac and Edwards.

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 Vitamins is the Company's heritage brand and Canada's #1 consumer health brand. Jamieson Wellness manufactures and markets sports nutrition products and specialty supplements under its Progressive, Precision and Iron Vegan brands. The Company also markets products by Lorna Vanderhaeghe Health Solutions (LVHS), the #1 women's natural health focused brand in Canada. For more information please visit jamiesonwellness.com.

Forward-looking Information

This press release may contain forward-looking information within the meaning of applicable securities legislation. Words such as "expect," "anticipate," "intend," "attempt," "may," "plan," "will," "can," "believe," "seek," "estimate," and variations of such words and similar expressions are intended to identify such forward-looking information. This information reflects the Company's current expectations regarding future events. Some of the specific forward-looking statements contained herein include, but are not limited to, statements with respect to the following: the intention for the parties to complete the Offering on the terms and conditions described herein; and the date on which the closing of the Offering is expected to occur.

Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. This 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 or regulatory authority. When relying on forward-looking information to make decisions, the Company cautions readers not to place undue reliance on this forward-looking information, as forward-looking information involves significant risks and uncertainties and should not be read as guarantees of future performance or results.

Non-IFRS Financial Measures

This press release makes reference to certain non-IFRS measures. Management uses these non-IFRS financial measures for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of ongoing operations and in analyzing the Company's business performance and trends. 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. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS. We use non-IFRS measures including "EBITDA", "Adjusted EBITDA", "Adjusted Net Income" and "gross profit" to provide supplemental measures of the Company's operating performance and thus highlight trends in the Company's core business that may not otherwise be apparent when relying solely on IFRS financial measures. Management also uses non-IFRS measures in order to prepare annual operating budgets and to determine components of management compensation. Definitions of non-IFRS measures can be found in our MD&A.

Contact Information

  • Christopher Behrens
    Investor Relations
    CCMP Capital Advisors, LP
    212-600-9600

    Scott Van Winkle
    Investor Relations
    Jamieson Wellness Inc.
    617-956-6736

    John Rouleau
    Investor Relations
    Jamieson Wellness Inc.
    617-956-6736