Jamieson Wellness Enters into Definitive Agreement to be Acquired by Kirin in C$2.5 Billion Transaction

Jamieson Wellness to be acquired by Kirin for C$45.75 per Share in cash

Represents a 27% premium to the 20-day VWAP of Jamieson Wellness' Shares as of the Unaffected Date

All-cash offer unlocks value for Jamieson Wellness Shareholders, representing a significant premium to market and offering certainty of value and immediate liquidity

Voting support agreements have been entered into by each of the Company's directors and senior officers

The Transaction has been unanimously approved by Jamieson Wellness' Board after receiving a unanimous recommendation from a special committee of independent directors, and the Board unanimously recommends that Jamieson Wellness Shareholders vote in favour of the Transaction

TORONTO, Aug. 6, 2026 /CNW/ -- Jamieson Wellness Inc. ("Jamieson Wellness" or the "Company") (TSX: JWEL), manufacturer and marketer of Canada's #1 vitamins, minerals and supplements ("VMS") brand, today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Kirin Holdings Company, Limited ("Kirin"), pursuant to which Kirin has agreed to acquire all of the issued and outstanding common shares (the "Shares") of Jamieson Wellness (the "Transaction") at a price of C$45.75 per Share in cash (the "Consideration").

The Transaction values Jamieson Wellness at approximately C$2.0 billion on a fully diluted equity value basis and approximately C$2.5 billion on an enterprise value basis. The Consideration represents a 27% and 32% premium to the 20-day volume-weighted average price ("VWAP") and 60-day VWAP on the Toronto Stock Exchange (the "TSX"), respectively, for the period ending June 24, 2026, the last full day of trading prior to the media report and the Company's press release confirming the initiation of a process in regard to a potential transaction (the "Unaffected Date").

"Today marks an exciting new chapter for our Company and for our iconic 104-year-old brand," said Mike Pilato, President and CEO of Jamieson Wellness. "I am incredibly proud that our business will continue to flourish globally under the stewardship of a company with an even longer history and a deep commitment to health and wellness.

"From the beginning, it was clear that Kirin recognizes the importance of our heritage, our people, and our Canadian roots. Just as importantly, they are committed to investing in our brands. As a global C$22 billion leader in beverage, natural health, and consumer health, they bring the expertise, reach, and resources to help take our brands to the next level while preserving what has made Jamieson successful for more than a century.

"I want to sincerely thank our team, whose passion, commitment to our values, and entrepreneurial spirit have built this remarkable company over generations. Their belief in our Purpose of Inspiring Better Lives Every Day has enabled us to create a business that is respected both in Canada and around the world. I also want to thank our Board of Directors, partners, customers and shareholders for their trust and support throughout our journey. I firmly believe this transaction represents the best possible outcome for our Company, our talented team, and our shareholders. I look forward to working closely with our new colleagues as we continue building on our momentum from Toronto to drive growth globally for many years to come."

"The Board carefully evaluated this transaction and unanimously concluded that it represents the best path forward for our Company and our shareholders," said Tim Penner, Chair of the Board of Jamieson Wellness. "Throughout this process, our priority was to find a partner that not only recognized the significant value of our business and brands, but also shared our long-term commitment to our Purpose and values, innovation, and responsible growth.

"We are particularly pleased to have found a partner that appreciates the extraordinary heritage of this 104-year-old Canadian company and is committed to preserving and building upon that legacy. While today marks the end of one chapter in our company's history, it also marks the beginning of an exciting new one. We believe this partnership will ensure that this iconic Canadian company, its brands, and its values continue to thrive for generations to come."

"We are delighted to welcome Jamieson Wellness to the Kirin Group," said Takeshi Minakata, COO of Kirin. "Kirin has deep respect for the Company's rich heritage, the trust it has built with consumers, and the values that have guided its success over generations. This Transaction represents an important milestone in Kirin's long-term growth strategy and a significant step in expanding our Health Science business into North America, the world's largest vitamins and dietary supplements market. We look forward to supporting Jamieson Wellness' continued success and creating sustainable value together for consumers, employees, shareholders, and communities."

"The acquisition of Jamieson Wellness marks an important step in advancing Kirin's Health Science vision to become a global leader in preventative health," added Alastair Symington, CEO & Managing Director of Blackmores Limited. "It brings trusted brands, strong capabilities in innovation, brand building, manufacturing and go-to-market execution, and a scalable platform in the important North American market. Together, Kirin, Blackmores, FANCL and Jamieson Wellness strengthen a global platform now connecting North America, Asia and Oceania. By bringing together the distinctive strengths of our brands, the rich heritage of our businesses and the depth of talent from within our organisations, we will be better positioned to deliver preventative health solutions to more consumers globally while accelerating sustainable growth and long-term value for our customers."

Transaction Details

The Transaction is to be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and is subject to the following approvals: (i) the approval of at least two-thirds of the votes cast by holders of Shares (collectively, the "Shareholders") at a special meeting (the "Special Meeting") of the Shareholders; and (ii) if required, the approval of a simple majority of the votes cast by Shareholders at the Special Meeting excluding those required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Special Meeting is expected to be held in September 2026.

The Arrangement Agreement is the result of a comprehensive negotiation process undertaken at arm's length with the oversight and participation of a special committee of independent directors (the "Special Committee"). The Arrangement Agreement includes customary terms and conditions, including a non-solicitation covenant on the part of Jamieson Wellness, which is subject to "fiduciary out" provisions that would enable Jamieson Wellness to enter into a definitive agreement with respect to an unsolicited proposal that constitutes a superior proposal (as defined in the Arrangement Agreement) in certain circumstances, subject to Kirin having a right to match any superior proposal. A termination fee of C$70 million (equal to approximately 3.5% of the equity value) would be payable by Jamieson Wellness to Kirin in certain circumstances, including if Jamieson Wellness terminates the Arrangement Agreement pursuant to the "fiduciary out" provisions. Under the Arrangement Agreement, Jamieson Wellness is permitted to pay ordinary course, quarterly dividends on its Shares, consistent with past practice. 

Each of the Company's directors and senior officers has entered into voting and support agreements pursuant to which they have agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the Transaction. All voting and support agreements terminate automatically upon termination of the Arrangement Agreement.

In addition to Shareholder approval, the completion of the Transaction will be subject to court and regulatory approvals and clearances, as well as other customary closing conditions. The Transaction is not subject to any financing condition. Subject to the satisfaction of such conditions, the Transaction is expected to be completed in the fourth quarter of 2026.

Following the completion of the Transaction, it is expected that the Shares will be delisted from the TSX and that Jamieson Wellness will cease to be a reporting issuer in all applicable Canadian jurisdictions.

As a result of the announcement of the Transaction, Jamieson Wellness' previously announced automatic share purchase plan established in connection with its normal course issuer bid announced on February 26, 2026, has terminated in accordance with its terms. The Arrangement Agreement restricts any further purchases under the Company's normal course issuer bid.

Unanimous Approvals and Recommendations

The Transaction was unanimously approved by the Board of Directors of Jamieson Wellness (the "Board"), after receiving a unanimous recommendation from the Special Committee. The Special Committee and the Board determined that the Transaction is in the best interests of the Company, and the Board is recommending that Shareholders vote in favour of the Transaction.

The approval and recommendations of the Special Committee and the Board were based on a number of factors, including, without limitation, the following:

• Significant Premium to Market Price: The Consideration represents a 27% and 32% premium to the 20-day VWAP and 60-day VWAP, respectively, of Jamieson Wellness' Shares as of the Unaffected Date.
  
  
• Compelling Value, Certainty of Value and Immediate Liquidity: The Consideration in cash provides Shareholders with an attractive value on a risk-adjusted basis, certainty of value and immediate liquidity.
  
  
• Sale Process: The Company, with the assistance of its financial advisors, BMO Capital Markets and Canaccord Genuity Corp. ("Canaccord Genuity"), and under the supervision of the Special Committee, conducted a sale process following the receipt of an unsolicited inbound proposal from another interested third party in March 2026. This sale process resulted in the Transaction and did not identify any alternative proposals offering superior value, terms, or certainty of completion, including following the Company's public release confirming the initiation of a process to enhance shareholder value.
  
  
• Fairness Opinions: Receipt of the fairness opinions from each of BMO Capital Markets and Canaccord Genuity, which concluded that, based upon and subject to the various assumptions, limitations, qualifications and other matters to be set forth in their respective opinions, the Consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to such Shareholders.
  
  
• High Likelihood of Completion: Kirin is a leading global food, beverage, pharmaceuticals and health science product manufacturer with demonstrated creditworthiness with the ability to fund and successfully complete the Transaction in a timely manner. The Transaction is subject to a limited number of customary conditions (which do not include any financing or due diligence conditions) that the Special Committee and Board believe are reasonable in the circumstances.
  
  
• Ability to Respond to Superior Proposals: The Arrangement Agreement preserves the Board's ability to consider, respond to, and ultimately accept an unsolicited bona fide "superior proposal", subject to certain criteria, in compliance with the Board's fiduciary duties.
  
  
• Reasonable Termination Fee: A termination fee of C$70 million, being equal to approximately 3.5% of the aggregate equity value, is payable by the Company under certain limited circumstances, including if the Arrangement Agreement is terminated in order for the Company to enter into a superior proposal, which the Special Committee and the Board have been advised, and believe, are reasonable in the circumstances. 
  
  
• The Right Partner: Kirin shares our commitment to consumer health and wellness, but has almost no presence in North America or several other major markets. Jamieson Wellness will become Kirin's foundation in North America and these other regions for continued growth and investment.

Fairness Opinions

In connection with the Company's review and consideration of the Transaction, the Board engaged BMO Capital Markets and Canaccord Genuity as its financial advisors. Both BMO Capital Markets and Canaccord Genuity provided opinions to the Board and Special Committee that, as of the date thereof and subject to the assumptions, limitations and qualifications therein, the Consideration to be received by the Shareholders is fair, from a financial point of view, to such Shareholders.

Jamieson Wellness Second Quarter Results

Jamieson Wellness intends to release its second quarter 2026 financial results as scheduled on August 6, 2026. In light of the pending Transaction, Jamieson Wellness does not intend to continue hosting conference calls or webcasts to discuss its quarterly financial results and its earnings call previously scheduled for August 6, 2026 has been cancelled.

Additional Information and Where to Find It

Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed on Jamieson Wellness' SEDAR+ profile at www.sedarplus.ca. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Board, and how the Shareholders can participate in and vote at the Special Meeting, along with a copy of the written fairness opinions of BMO Capital Markets and Canaccord Genuity, will be provided in the management information circular which will be mailed to Shareholders and filed on Jamieson Wellness' SEDAR+ profile at www.sedarplus.ca. Shareholders are urged to read these and other relevant materials when they become available.

Advisors

BMO Capital Markets and Canaccord Genuity are acting as financial advisors to the Company. UBS is acting as financial advisor to Kirin in connection with the Transaction. Goodmans LLP is acting as legal counsel to the Company. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as U.S. legal counsel to the Company. Torys LLP is acting as legal counsel to Kirin.

About Kirin

Kirin Holdings Company, Limited is a global company operating across five core business domains spanning Alcoholic Beverages, Non-alcoholic Beverages & Health Science, Non-alcoholic Beverages, Health Sciences, and Pharmaceuticals. The company traces its roots to Japan Brewery, established in 1885, which later became Kirin Brewery in 1907. Since then, Kirin has expanded its business operations by leveraging fermentation and biotechnology as core strengths. The company entered the pharmaceutical field in the 1980s, which has since grown into a global business. In 2007, the company transitioned to a pure holding company structure as Kirin Holdings, and it is now strengthening its Non-alcoholic Beverages & Health Science domain.

About Jamieson Wellness

Jamieson Wellness is dedicated to Inspiring Better Lives Every Day with its portfolio of innovative natural health brands. Established in 1922, the Jamieson brand is Canada's #1 vitamins, minerals and supplements ("VMS") brand. The Company's youtheory brand, acquired in 2022, is an established and growing lifestyle brand in the U.S. Combined, these global brands are available in more than 50 countries worldwide. The Company also offers a variety of innovative VMS products as well as sports nutrition products to consumers in Canada with 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 jamiesonwellness.com.

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

Forward Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projects", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or, "will", "occur" or "be achieved", and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information.

Specifically, statements regarding the anticipated benefits of the Transaction for the Company, Shareholders and other stakeholders, including, plans, objectives, expectations and intentions of Kirin or the Company; statements regarding the timing and receipt of Shareholder, court and regulatory approvals in respect of the Transaction; anticipated timing of the Special Meeting; the satisfaction of the conditions precedent to the Transaction; payment of dividends; the proposed timing and completion of the Transaction; the closing of the Transaction and the delisting from the TSX; and other statements that are not statements of historical facts are all considered to be forward-looking information.

Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. This forward-looking information is based on our opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the risk that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated; that the Transaction may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder, court and regulatory approvals and other conditions to the closing of the Transaction or for other reasons; the risk that competing offers or acquisition proposals will be made; the negative impact that the failure to complete the Transaction, for any reason, could have on the price of the Shares or on the business of the Company; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the Company's ability to retain and attract key personnel during and following the interim period; the possibility of litigation relating to the Transaction; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction, including changes in economic conditions, interest rates or tax rates; and those other risks discussed in greater detail under the "Risk Factors" section of our Annual Information Form which is available under our profile on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in forward-looking statements included herein. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, any forward-looking statements included herein are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE Jamieson Wellness Inc.

For further information, please contact: Investor and Media Contact, Ruth Winker, Jamieson Wellness, 416-960-0052, [email protected]