Jamieson Wellness Inc. Announces Filing of Management Information Circular for its Special Meeting of Shareholders to Approve the Proposed Plan of Arrangement with Kirin Holdings Company, Limited

Jamieson Wellness Inc. Announces Filing of Management Information Circular for its Special Meeting of Shareholders to Approve the Proposed Plan of Arrangement with Kirin Holdings Company, Limited

• On the unanimous recommendation of the Special Committee, the Board of Directors of Jamieson Wellness unanimously recommends that shareholders vote FOR the Arrangement Resolution.
• Shareholders will receive C$45.75 in cash per Share, which represents a 27% and 32% premium to the 20-day and 60-day VWAP on the TSX, respectively, as of the Unaffected Date.
• Your vote is important no matter how many shares you own. Vote today!
• Shareholders who have questions or need assistance with voting their shares may contact Jamieson Wellness' proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free calls in North America), 1-416-304-0211 (collect calls outside North America), by texting "INFO" to either number or by email at assistance@laurelhill.com.

TORONTO, Aug. 28, 2026 /CNW/ -- Jamieson Wellness Inc. ("Jamieson Wellness" or the "Company") (TSX: JWEL) is pleased to announce that the Company has filed its management information circular (the "Circular") and related proxy materials for its special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of Jamieson Wellness (the "Shares"), which will be conducted via live audio webcast over the internet at https://virtual-meetings.tsxtrust.com/1980 using the Meeting password "jamieson2026" (case sensitive) on Wednesday, September 30, 2026 at 10:00 a.m. (Toronto time). The Circular and related materials are now available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca, as well as on Jamieson Wellness' website at www.jamiesonwellness.com, and will be mailed to Shareholders on or about September 3, 2026.

At the Meeting, Shareholders of record as at the close of business on August 21, 2026 (the "Record Date") will be asked to consider and vote on a special resolution (the "Arrangement Resolution") to approve a statutory plan of arrangement (the "Arrangement") under section 182 of the Business Corporations Act (Ontario), pursuant to which Kirin Holdings Company, Limited ("Kirin") has agreed to acquire all of the issued and outstanding Shares of Jamieson Wellness at a price of C$45.75 per Share in cash (the "Consideration").

Under the arrangement agreement dated August 6, 2026 between Jamieson Wellness and Kirin (the "Arrangement Agreement"), Jamieson Wellness is permitted to pay ordinary course quarterly dividends on its Shares, consistent with past practice. On August 6, 2026, the board of directors of the Company (the "Board") declared a cash dividend for the second quarter of 2026 in an amount of $0.25 per Share, payable on September 15, 2026, to all Shareholders of record at the close of business on August 31, 2026.

Unanimous Board Recommendation and Reasons for the Board's Recommendation

After careful consideration and taking into account, among other things, the unanimous recommendation of a special committee of independent directors of the Board (the "Special Committee"), the Board, after receiving legal and financial advice, has unanimously determined that the Arrangement is in the best interests of the Company and the Consideration to be received by Shareholders is fair, from a financial point of view, to such Shareholders. Accordingly, and on the unanimous recommendation of the Special Committee, the Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution. 

Key Reasons for the Arrangement

Shareholders are encouraged to review the Circular in its entirety, including the background and reasons to the Arrangement which can be found under the headings "The Arrangement – Background to the Arrangement Agreement" and "The Arrangement – Reasons for the Arrangement".

In reaching their respective conclusions and formulating their unanimous recommendations, the Special Committee and the Board reviewed a significant amount of information and considered a number of factors relating to the Arrangement and potential alternatives thereto, with the benefit of advice from outside financial and legal advisors, including, among others, the following, each as more particularly described in the Circular:

• Significant Premium to Market Price. The Consideration represents a premium of approximately 27% and 32% to the 20-day volume-weighted average price ("VWAP") and 60-day VWAP to the Shares 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 to enhance shareholder value (the "Unaffected Date").
  
  
• Compelling Value, Certainty of Value and Immediate Liquidity. The Consideration being offered under the Arrangement is all cash and is not subject to any financing condition, which provides Shareholders with an attractive value on a risk-adjusted basis, certainty of value and immediate liquidity upon closing of the Arrangement (and without incurring brokerage and other costs typically associated with market sales).
  
  
• Attractive Valuation Relative to Recent Precedent Transactions. The Consideration implies a transaction multiple of approximately 16.0x the Company's last twelve months Adjusted EBITDA (pre-IFRS 16)¹ taking into account the fair market value of the 33.3% non-controlling interest in the Company's China operations held by DCP Capital Partners. The Special Committee and the Board considered the implied multiple to be attractive in the context of recent and relevant precedent transactions in the vitamins, minerals and supplements ("VMS") sector.
  
  
• Sale Process. The Company, with the assistance of BMO Capital Markets and Canaccord Genuity Corp. ("Canaccord Genuity") as its financial advisors, and under the supervision of the Special Committee, conducted a competitive sale process following the receipt of an unsolicited inbound proposal from another interested party in March 2026. The process included outreach to a targeted list of potential buyers comprising a mix of global consumer goods and consumer healthcare companies with a VMS focus, as well as leading Canadian and global consumer-focussed private equity players with a strong VMS investment thesis. This process resulted in the Arrangement 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.
  
  
• Increased Offer Price. Through the sale process, the Board and Special Committee were able to obtain a significant increase in the offer price to acquire all of the Shares relative to the offer price of the unsolicited inbound proposal.
  
  
• Most Favourable Strategic Alternative. The Special Committee and the Board, in light of the supporting financial and legal advice received, concluded that the Arrangement is more favourable to the Company and the Shareholders than the other strategic alternatives reasonably available to the Company (including the status quo) taking into account the risk of execution and completion of various alternatives, notably the execution as a public corporation of the Company's strategic plan were it to continue operating as a standalone publicly-traded corporation.
  
  
• Comparison to the Status Quo. In considering the status quo as an alternative to pursuing the Arrangement, the Special Committee and the Board considered management's financial projections and historical achievements of targets, and assessed the current and anticipated future opportunities and risks associated with the business, execution, operations, assets, capital requirements, financial performance and condition of the Company should it continue as a publicly-traded corporation, including, without limitation, as it pertains to the Company's ability to execute on its strategic plan.
  
  
• 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 Arrangement in a timely manner. The Arrangement is subject to only a limited number of customary conditions (which do not include any financing or due diligence conditions) that the Special Committee and Board believe, with the advice of their legal and financial advisors, are reasonable in the circumstances.
  
  
• Fairness Opinions. Each of BMO Capital Markets and Canaccord Genuity, as financial advisors to the Company, rendered fairness opinions to the Board and the Special Committee, each to the effect that, as of the date of such opinions, and based upon and subject to the various assumptions, limitations and qualifications set forth in their respective opinions, the Consideration to be received by the Shareholders, pursuant to the Arrangement, is fair, from a financial point of view, to such Shareholders.
  
  
• Role of the Special Committee. The Arrangement is the result of a targeted competitive process undertaken with the supervision and involvement of the independent directors and subsequently the Special Committee comprised entirely of independent directors, advised by experienced and qualified external legal and financial advisors. The Special Committee met regularly with the Company's advisors. The Arrangement was unanimously recommended to the Board by the Special Committee on the basis described herein and on the basis of the legal and financial advice that was received by the Special Committee.
  
  
• Support of Directors and Senior Officers. Each director and senior officer of the Company has entered into a voting and support agreement with Kirin pursuant to which they have agreed to, among other things, vote in favour of the Arrangement Resolution. The voting and support agreements automatically terminate upon the termination of the Arrangement Agreement in accordance with its terms.
  
  
• Impact on Non-Shareholder Stakeholders. The Arrangement is expected to benefit the Company and its non-shareholder stakeholders, including employees, owner-operators, customers and suppliers, based upon Kirin's deep sector expertise and strong commitment to the Company's business.
  
  
• Payment and Declaration of Dividends. Until the closing of the Arrangement, the Company will be permitted, in accordance with the terms of the Arrangement Agreement, to continue declaring and paying its regular quarterly cash dividend of C$0.25 per Share, an increase from its prior quarterly cash dividend of C$0.23 per Share, in a manner consistent with past practice.
  
  
• Terms of the Arrangement Agreement. The Special Committee and the Board have determined, after having consulted their experienced and qualified external legal counsel, that the terms and conditions of the Arrangement Agreement, including the representations, warranties, covenants and the conditions to complete the Arrangement of the Company and Kirin are reasonable in light of the circumstances, and believe that closing entails few conditions, more specifically no financing or due diligence condition, which means that the Arrangement is likely to be completed in accordance with its terms and conditions within a reasonable timeframe.
  
  
• Reasonable Termination Payment. The termination fee, being equal to approximately 3.5% of the aggregate equity value of the Company, which is payable by the Company to Kirin if the Arrangement Agreement is terminated under certain circumstances, including where the Company terminates the Arrangement Agreement in order to enter into a written agreement with respect to a Superior Proposal (as defined in the Arrangement Agreement) and other "deal protection" provisions in the Arrangement Agreement, are considered appropriate in the circumstances as an inducement for Kirin to enter into the Arrangement Agreement and, in the view of the Special Committee and the Board, the termination fee would not preclude the possibility of a third party making a Superior Proposal.
  
  
• Likelihood of Receiving Regulatory Approval. The Special Committee and the Board also took into the account the likelihood that the Arrangement will receive the required regulatory approvals under applicable laws, including the advice of its legal and other advisors in connection with such required regulatory approvals, and the covenants of Kirin to use its reasonable best efforts to obtain the required regulatory approvals.
  
  
• Treatment of Equity Incentives and Warrants. The holders of the options and other incentive awards outstanding immediately prior to the closing of the Arrangement will receive the same consideration for their securities (less applicable withholdings) as Shareholders in connection with the Arrangement, which, in the case of the holders of options and warrants, will be the Consideration less the relevant exercise price of the options or warrants, as applicable (less applicable withholdings), which in the judgement of the Board and the Special Committee, is reasonable in the circumstances.
  
  
• Loss of Opportunity. The possibility that there may not be another opportunity for Shareholders to receive comparable value in another transaction.
  
  
• The Right Partner. Kirin shares the Company's commitment to consumer health and wellness, but has limited presence in North America and several other major markets. The Company will become Kirin's foundation in North America and these other regions for continued growth and investment.

Required Approvals

In order for the Arrangement to become effective, the Arrangement Resolution must be approved by: (i) at least two-thirds of the votes cast thereon by Shareholders present in person (virtually) or represented by proxy at the Meeting; and (ii) a simple majority of votes cast thereon by the Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding any Shareholders required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. At the Meeting, each Shareholder of record at the close of business on the Record Date will be entitled to one vote for each Share held on all matters proposed to come before the Meeting. The Arrangement is also subject to certain conditions further described in the Circular, including the approval of the Superior Court of Justice (Ontario) Commercial List (the "Court") and receipt of required regulatory approvals and clearances.

Voting and Support Agreements

Each director and senior officer of the Company, who collectively hold approximately 1% of the outstanding Shares (on a non-diluted basis), has entered into a voting and support agreement with Kirin, pursuant to which they have agreed, among other things, to vote all of their Shares in favour of the Arrangement Resolution.

Receipt of Interim Court Order

Jamieson Wellness is also pleased to announce that, on August 27, 2026, the Court granted an interim order regarding the Arrangement (the "Interim Order"). The Interim Order authorizes the Company to proceed with various matters relating to the Arrangement, including the holding of the Meeting of Shareholders to consider and vote on the Arrangement. Subject to the receipt of the requisite approval of Shareholders, the final approval of the Arrangement by the Court and the satisfaction of other customary conditions, the Company anticipates that the Arrangement will be completed in the fourth quarter of 2026.

Shareholder Questions and Voting Assistance

Shareholders who have questions about the information contained in the Circular or require assistance with voting their Shares may contact Laurel Hill Advisory Group, Jamieson Wellness' proxy solicitation agent and Shareholder communications advisor:

Laurel Hill Advisory Group

Toll-Free: 1-877-452-7184 (for Shareholders in North America)
International: 1-416-304-0211 (for Shareholders outside North America)
Text Message: Text "Info", to 1-416-304-0211 or 1-877-452-7184.
By Email: assistance@laurelhill.com

About Kirin

Kirin Holdings Company, Limited is a global company operating across three core business domains spanning Alcoholic Beverages, Non-alcoholic Beverages & Health Science 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 VMS brand. The Company's youtheory brand, acquired in 2022, is an established and growing VMS 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.

Non-IFRS Measures

This press release makes reference to certain financial measures, including non-IFRS financial measures that are historical and supplementary financial measures. Management uses these financial measures for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of ongoing operations and to analyze the Company's business performance and trends. These measures are not recognized measures under International Financial Reporting Standards ("IFRS"), do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use the following non-IFRS financial measures in this press release to provide supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures:

"Adjusted EBITDA (pre-IFRS 16)" is a non-IFRS financial measure that monitors performance prior to the impact of IFRS 16.  It is defined as Adjusted EBITDA, as defined in the Company's management's discussions and analysis for the three and six months ended June 30, 2026, adjusted to deduct lease expense (sum of right-of-use asset depreciation and lease interest).  This measure aligns operating costs with cash lease obligations and facilitates comparability with peers whose financial reporting or lease profiles may differ.

A quantitative reconciliation to net earnings, being the most directly comparable IFRS metric, is found in the Circular under the heading "Management Information Circular –Non-IFRS and Other Financial Measures – Adjusted EBITDA (pre-IFRS 16)".

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 with respect to the Arrangement, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement; the terms and conditions of the Arrangement Agreement; the premium to be received by Shareholders; the expected benefits of the Arrangement; the anticipated timing for mailing the Circular and related proxy materials; the anticipated timing and the various steps to be completed in connection with the Arrangement, including receipt of Shareholder, Court and regulatory approvals and clearances contemplated by the Arrangement Agreement; the payment of a cash dividend for the second quarter of 2026 or any subsequent quarter; the anticipated timing for closing of the Arrangement and the anticipated timing for the Meeting; 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 Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated; that the Arrangement may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder, court or regulatory approvals and other conditions to the closing of the Arrangement or for other reasons; the risk that competing offers or acquisition proposals will be made; the negative impact that the failure to complete the Arrangement, 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 Arrangement; 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 Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, 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 dated March 31, 2026 which is available under our issuer 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.