The landmark transaction involved a new listing structure and complex competition considerations, with G+T playing a pivotal role in structuring and implementing the transaction and navigating regulatory clearance. G+T’s role also included advising Sigma on ASX listing requirements, which included a prospectus as well the design of novel governance arrangements to manage complex related party arrangements. This work followed G+T's earlier work advising Sigma on the merger terms and its fully underwritten pro-rata accelerated non-renounceable entitlement offer to raise proceeds of approximately $400 million at the time of announcement of the merger in December 2023.
The G+T team was led by Corporate Advisory partners Costas Condoleon and Adam D'Andreti, who worked closely with colleagues across the firm, including partners John Schembri, Elizabeth Avery, Liana Witt, Wes Bainbridge, Sam Kings, special counsel Lucy Hall, Alex Tonkin and Richard L'Estrange and lawyers including Kevin Zhou, Courtney Olden, Chris Goutama, Sophie Player and Maria Bletsas.
Costas Condoleon commented:
We are delighted to have had the opportunity to work with Sigma’s board and senior management team on this strategically important transaction. This landmark merger with Chemist Warehouse Group builds on the commercial relationship between Sigma and the founders of Chemist Warehouse Group that spans more than 40 years and has created a combined group which will be one of the largest companies listed on ASX.
G+T also played a key role in securing ACCC clearance for this transformational merger. The ACCC confirmed it would not oppose the transaction following Sigma’s acceptance of a court-enforceable undertaking. The firm worked closely with Sigma to present detailed evidence on the competitive dynamics and economics of the industry in a complex regulatory landscape.
Competition and regulatory partners Elizabeth Avery and Liana Witt, who led the ACCC clearance strategy commented:
This was a highly complex transaction in a tightly regulated industry. We worked closely with Sigma to develop a compelling and evidence-based case that addressed the ACCC’s concerns while ensuring the deal could proceed without unnecessary delays.
Adam D'Andreti added:
We are so proud to have helped our client Sigma with this remarkable transaction. This also marks the ASX listing of one of Australia's most well-known businesses, Chemist Warehouse Group, under an innovative new listing structure.
