Acquirer(s)
- Sigma Healthcare Limited
Target(s)
- CW Group Holdings Limited
Summary
On 11 December 2023, Sigma and Chemist Warehouse entered into a merger implementation agreement under which Sigma would acquire all the shares in Chemist Warehouse in exchange for Sigma shares and a $700 million cash consideration.
Upon completion of the proposed merger, Chemist Warehouse shareholders will hold 85.75% of the ASX listed merged entity while Sigma shareholders will hold 14.25%.
Sigma and Chemist Warehouse are both participants in the pharmaceutical industry.
Sigma is a publicly listed Australian company with wholesale, distribution, and retail pharmaceutical operations. Sigma is a ‘full-line’ wholesaler and distributor of prescription medicines, ‘over the counter’ and ‘front of store’ products to pharmacies nationwide. Sigma is also a franchisor of around 400 pharmacies under the brands Amcal, Discount Drug Store, PharmaSave, and Guardian.
Chemist Warehouse is an unlisted Australian public company. It is a franchisor of around 600 pharmacies and retail stores under the brands Chemist Warehouse, MyChemist, Ultra Beauty, My Beauty Spot, and Optometrist Warehouse. It is also a wholesaler and distributor to its franchisees.
On 4 July 2024, the ACCC published a Statement of Issues outlining preliminary competition concerns in relation to the proposed acquisition.
On 7 November 2024, the ACCC decided to not oppose the proposed acquisition, subject to the ACCC accepting a court-enforceable undertaking from Sigma which would place obligations on the merged firm post-acquisition.
The ACCC will release a Public Competition Assessment in due course.
Market inquiries
| Document title | Date | |
|---|---|---|
| Sigma_Chemist Warehouse - Market inquiries letter |
Statement of issues
| Document title | Date | |
|---|---|---|
| Sigma Chemist Warehouse - Statement of Issues |
Undertakings
| Document title | Date | |
|---|---|---|
| Undertaking |
Timeline
| Date | Event |
|---|---|
ACCC commenced informal review under the Informal Merger Review Process Guidelines, following receipt of a submission on 16 February 2024, and additional information from the parties (that the ACCC considered necessary to commence its review) on 6 March 2024. |
|
Closing date for submissions. |
|
ACCC published a Statement of Issues outlining preliminary competition concerns. |
|
Provisional date for announcement of ACCC’s findings (as outlined in the Informal Merger Review Process Guidelines, this may be a final decision or release of a Statement of Issues). |
|
ACCC published a Statement of Issues outlining preliminary competition concerns. |
|
Closing date for submissions relating to Statement of Issues. |
|
Timeline suspended pending receipt of information from the parties. Former provisional date for announcement of findings (5 September 2024) was delayed. |
|
Timeline suspended pending receipt of information from the parties. Former provisional date for announcement of findings (5 September 2024) delayed. |
|
ACCC received further information from the parties (on 1 August 2024). Timeline recommenced. |
|
ACCC commenced market consultation on proposed s87B undertaking. Former proposed date for announcement of findings (24 October 2024) delayed. |
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Closing date for submissions relating to the draft proposed undertaking. |
|
ACCC announced it would not oppose the proposed acquisition, subject to a section 87B undertaking accepted by the ACCC. |