Jamieson Wellness Inc. completes acquisition of Nutrawise Health & Beauty Corporation, owner of the youtheory brand

TORONTO–(BUSINESS WIRE)–Jamieson Wellness Inc. (“Jamieson Wellness” or the “Company”) (TSX: JWEL) announced today that it has completed the previously announced acquisition of Nutrawise Health & Beauty Corporation (“Nutrawise”), an 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 million1), plus any additional consideration contingent on the achievement of pre-determined post-closing growth targets.

The acquisition provides the company with a platform to expand into the US VMS market through the addition of its premium brand and product offering, which are highly complementary to the company’s brand portfolio. The transaction is immediately accretive with pro forma 2022 revenues of $155-159 million.2 and adjusted EBITDA3 from 28 to 29 million dollars.

In connection with the closing of the acquisition of Nutrawise, the Company’s subsidiaries, Jamieson Laboratories Ltd. and Jamieson Health Products USA Ltd., have successfully amended and restated their existing senior credit facilities under a second amended and restated credit agreement (the “Credit Agreement”) with a syndicate of lenders. The Credit Agreement adds the Company’s newly acquired subsidiary, NutraWise Health & Beauty LLC, as a borrower thereunder, extends the maturity date of the credit facilities to July 19, 2027 and provides the availability of up to $500 million under revolving credit facilities, plus an accordion feature extension of up to $250 million, providing opportunities for future growth.4

“The closing of this transaction significantly enhances our global platform, opening exciting new growth opportunities for Jamieson Wellness,” said Mike Pilato, President and CEO of Jamieson Wellness. “With our new team members, brand and state-of-the-art manufacturing facility, we are well positioned to accelerate our expansion into the world’s largest vitamin, mineral and supplement market. We look forward to continuing to work closely with co-founders Darren and Patty Rude and the team at Nutrawise to integrate Youtheory theory into the Jamieson Wellness portfolio, leveraging our combined strengths to improve health and wellness. be consumers around the world.

Further details of the transaction can be found in the Investor Presentation on the Company’s website. here.

“We are thrilled to officially join the Jamieson Wellness organization today,” said Darren Rude, co-founder of Nutrawise. “We look forward to working as part of the Jamieson team to continue to grow the youtheory brand in the US and internationally.”

About Jamieson Wellness Inc.

Jamieson Wellness is dedicated to improving global health and well-being through its portfolio of innovative natural health product brands. Founded in 1922, Jamieson is the company’s heritage brand and the #1 consumer health brand in Canada. Jamieson Wellness also offers a variety of VMS products under its youtheory, Progressive, Smart Solutions, Iron Vegan and Precision brands. The Company is a member 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 is headquartered 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”, “have the intention of”, “may”, “will”, “estimate” and variations of these words and similar expressions. Some of the specific forward-looking statements contained in this press release include, but are not limited to, statements regarding the anticipated benefits of the transaction to the Company and its shareholders and the additional revenue and Adjusted EBITDA expected to accrue to the Company. as the result of the transaction. There can be no assurance that the expected benefits of the transaction will result.

Forward-looking information is based on a number of key expectations and assumptions made by the Company, including, but not limited to: expected future revenues and profits from the Nutrawise business will result; the schedule for integrating acquisition and exchange rates. Although the forward-looking information contained in this press release is based on what management of the Company 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 construed as a guarantee of future performance or results, as actual results and events may differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, among others: 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 the risks and uncertainties relating to the Company and the assumptions associated with certain forward-looking information is presented under “Risk factorsin the Company’s Annual Information Form dated March 29, 2022 and under “Summary of factors affecting our performance”, “Forward-looking information”, “Risk factors” and “Outlookin the MD&A filed on May 5, 2022, both available on SEDAR at www.sedar.com. The Company cautions that the list of risk factors and uncertainties is not exhaustive and that other factors could also adversely affect the results of the Company. Readers are urged to carefully consider the risks, uncertainties and assumptions associated with these statements when evaluating 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 information currently available to it and statements are made as of the date of this press release. The Company undertakes no 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 Measures and Other Financial Measures

This press release makes reference to certain financial measures, including non-IFRS measures that are historical or forward-looking. Management uses these financial measures for comparisons to prior periods, to develop future projections and prospects for earnings growth, to measure the profitability of ongoing operations, to analyze our business performance and trends and to assess the transaction and its financing. These measures are not recognized measures under IFRS, do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other companies. The Company uses the following non-IFRS financial measure in this press release: “Adjusted EBITDA”, the most directly comparable financial measure disclosed in its financial statements being net earnings. To see the “How we assess the performance of our businesssection of the Company’s MD&A filed on May 5, 2022 for an explanation of the composition of this measure and see “Selected consolidated financial informationof the Company’s MD&A filed on February 24, 2022 for a quantitative reconciliation of this measure to its most directly comparable financial measure disclosed in the Company’s consolidated financial statements and accompanying notes for the period to which the measure relates , which information is incorporated by reference herein.


1 All figures are in millions of Canadian dollars, unless otherwise indicated.

2 The pro forma figures for 2022 give effect to the acquisition of Nutrawise as if it had taken place on January 1, 2022.

3 This is a non-IFRS financial measure. To see the “Non-IFRS Measures and Other Financial Measuresof this press release for more information on this non-IFRS financial measure. The Company’s adjusted EBITDA for the year ended December 31, 2021 was C$100.1 million.

4 The syndicate is made up of 8 banks. Bank of Montreal acted as administrative agent. BMO Capital Markets acted as co-lead arranger and joint bookrunner with National Bank of Canada, RBC Capital Markets and The Bank of Nova Scotia.

Luisa D. Fuller