Jamieson Wellness Inc. Completes Acquisition of Nutrawise Health & Beauty Corporation, Owner of youtheory Brand

Jamieson Wellness Inc. (“Jamieson Wellness” or the “Company”) (TSX: JWEL) today announced it has completed the previously announced acquisition of Nutrawise Health & Beauty Corporation (“Nutrawise”), a leading 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 potential additional consideration contingent on achieving pre-determined growth targets post-closing.

The acquisition provides the Company with a platform for expansion in the U.S. VMS market through the addition of its premium brand and product offering, highly complementary to the Company’s branded portfolio. The transaction is immediately accretive with 2022 pro forma revenues of $155 million to $159 million² and Adjusted EBITDA³ of $28 million to $29 million.

In connection with the closing of the Nutrawise acquisition, the Company’s subsidiaries, Jamieson Laboratories Ltd. and Jamieson Health Products USA Ltd., successfully amended and restated their existing senior credit facilities pursuant to 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 availability of up to $500 million under revolving credit facilities, plus an expanded accordion feature of up to $250 million, providing for future growth opportunities.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 in the largest vitamin, mineral and supplement market in the world. We look forward to continuing to work closely with co-founders Darren and Patty Rude and the Nutrawise team to integrate youtheory into the Jamieson Wellness portfolio, leveraging our combined strengths to improve the health and wellness of consumers around the world.”

More details on 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 United States and internationally.”

About Jamieson Wellness Inc.

Jamieson Wellness is dedicated to improving the world's health and wellness with its portfolio of innovative natural health brands. Established in 1922, Jamieson is the Company's heritage brand and Canada's #1 consumer health brand. Jamieson Wellness also offers a variety of VMS products under its youtheory, 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 www.jamiesonwellness.com.

Jamieson Wellness’ head office is located 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”, “intend”, “may”, “will”, “estimate” and variations of such words and similar expressions. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to 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 a 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, without limitation: the expected future revenues and earnings of the Nutrawise business will result; the timeline to integrate the acquisition and exchange rates. Although the forward-looking information contained in this press release is based on what the Company’s management 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 read as a guarantee of future performance or results as actual results and events may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things: 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 risks and uncertainties related to the Company and the assumptions associated with certain forward-looking information is discussed under “Risk Factors” in the Company’s Annual Information Form dated March 29, 2022 and under “Summary of Factors Affecting Our Performance”, “Forward-Looking Information”, “Risk Factors” and “Outlook” in the MD&A filed May 5, 2022, both of which are available on SEDAR at www.sedar.com. The Company cautions that the list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect the Company’s results. Readers are urged to consider the risks, uncertainties and assumptions associated with these statements carefully in evaluating the 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 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.

Non-IFRS and Other Financial Measures

This press release makes reference to certain financial measures, including non-IFRS measures that are historical or that are forward-looking. Management uses these financial measures for purposes of comparison to prior periods, development of future projections and earnings growth prospects, to measure the profitability of ongoing operations, in analyzing our business performance and trends and in evaluating the transaction and the financing thereof. 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. The Company uses in this press release the following non-IFRS financial measure: “Adjusted EBITDA”, the most directly comparable financial measure that is disclosed in its financial statements being net earnings. See the “How we Assess the Performance of our Business” section of the Company’s MD&A filed May 5, 2022 for an explanation of the composition of such measure and see “Selected Consolidated Financial Information” of the Company’s MD&A filed February 24, 2022 for a quantitative reconciliation of such measure to its most directly comparable financial measure disclosed in the consolidated financial statements of the Company and accompanying notes for such period to which the measure relates, which disclosures are incorporated by reference herein.

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¹ All figures in $CAD millions unless otherwise indicated.
² Pro forma figures for 2022 give effect to the Nutrawise acquisition as if it had occurred on January 1, 2022.
³ This is a non-IFRS financial measure. See the “Non-IFRS and Other Financial Measures” section of this press release for more information on this non-IFRS financial measure. Adjusted EBITDA of the Company for the year ended December 31, 2021 was C$100.1 million.
⁴ The syndicate is comprised 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.

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Investors and Media:
Jamieson Wellness
Ruth Winker
416-705-5437
[email protected]