Ms. Ruth Winker reports
INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS BOTH RECOMMEND JAMIESON WELLNESS' sharEHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION TO APPROVE THE PROPOSED ARRANGEMENT WITH KIRIN
Two leading independent advisory firms, Institutional shareholder Services Inc. (ISS) and Glass Lewis & Co. LLC, have each recommended that the holders of common shares of Jamieson Wellness Inc. vote for a special resolution to approve a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario), pursuant to which Kirin Holdings Company Ltd. has agreed to acquire all of the issued and outstanding shares of Jamieson Wellness at a price of $45.75 per share in cash.
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Your vote is important no matter how many shares you own. Vote well in advance of the proxy voting deadline: Sept. 28, 2026, at 10 a.m.
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The board of Jamieson Wellness unanimously recommends that shareholders vote for the arrangement.
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shareholders who have questions or need assistance with voting their shares may contact Jamieson Wellness's 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 e-mail at
assistance@laurelhill.com.
ISS and Glass Lewis's recommendations
In making its recommendation that Jamieson Wellness's shareholders vote for the arrangement resolution, ISS's report states:
"Vote for this resolution, as the transaction provides shareholders with certainty of value and immediate liquidity through a premium cash consideration ... the transaction was negotiated by an independent special committee, and the company conducted a robust market process. There is no evidence to suggest that the consideration offered is inadequate or that the valuation is not credible."
In making its recommendation that Jamieson Wellness's shareholders vote for the arrangement resolution, Glass Lewis's report concludes:
"The proposed transaction is the result of a robust competitive process, which included outreach to and responding to inbound inquiries from multiple potential acquirers ...
"On the valuation side, the company and the special committee received favourable fairness opinions from BMO Nesbitt Burns Inc. and Canaccord Genuity Corp. However, the findings from the analyses performed by the advisers were not disclosed by the company. That said, in support of the financial terms of the proposed transaction, the company provided a precedent transaction analysis, which suggests that the deal-implied LTM adjusted EBITDA multiple (16.0 times) compares favourably with multiples observed in a set of selected precedent transactions (10.0 times to 16.1 times). It should be noted, however, that one of the transactions in the company's set was announced but not closed yet ...
"Based on the foregoing factors, this proposal warrants shareholder support."
Tim Penner, chair of the board of directors and the special committee of independent directors of the board, stated: "We are pleased that the leading independent proxy advisory firms have recognized the benefits of the arrangement for Jamieson Wellness's shareholders and have recommended that shareholders vote in favour of the arrangement. These recommendations support the conclusions and recommendations of the special committee, who oversaw a robust competitive sales process that lasted nearly five months. The arrangement provides shareholders with the opportunity to realize immediate and certain value for their investment at a premium to recent trading levels."
The board, after taking into account, among other things, the unanimous recommendation of the special committee and 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. The board unanimously recommends that shareholders vote for the arrangement resolution.
Your vote is important -- please vote today
The company's special meeting of shareholders at which shareholders will vote on the arrangement resolution will take place virtually at 10 a.m. (Toronto time) on Sept. 30, 2026. Shareholders can access the meeting on-line and using the meeting password "jamieson2026" (case sensitive).
Jamieson Wellness designed the format of the virtual meeting so that shareholders have substantially similar opportunities to vote and participate as they would have at an in-person meeting, but with the ability to do so remotely from any location around the world.
Shareholder questions and voting assistance
The circular and related materials with additional details about the arrangement are available under the company's issuer profile on SEDAR+, as well as on Jamieson Wellness's website. 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's proxy solicitation agent and shareholder communications adviser:
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 1-877-452-7184 or 1-416-304-0211
By e-mail: assistance@laurelhill.com
About Jamieson Wellness
Inc.
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 No. 1 VMS brand. The company's youtheory brand, acquired in 2022, is an established and growing VMS brand in the United States. 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.
Jamieson Wellness's head office is located at 1 Adelaide St. East, suite 2200, Toronto, Ont., Canada.
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