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Neptune Wellness Announces Intention to Spinout Sprout Organics Pursuant to the Morgan Stanley Agreed To Transaction
News provided byNeptune Wellness Solutions Inc.
Sep 18, 2023, 9:41 AM ET
LAVAL, QC, Sept. 18, 2023 /PRNewswire/ - Neptune Wellness Solutions Inc. ("Neptune" or the "Company") (NASDAQ: NEPT), a consumer-packaged goods company focused on plant-based, sustainable and purpose-driven lifestyle brands, today announced that after careful consideration and evaluation of potential strategic alternatives to enhance the Company's value, the Board of Directors has approved a plan to proceed with a spinout to Neptune shareholders of a majority of its equity interest in Sprout Organics ("Sprout"), an organic baby food and toddler brand. Upon completion of the spinout, which would follow the previously announced exchange by Neptune of existing Sprout debt for Sprout equity, pursuant to the term sheet entered into with Morgan Stanley as previously announced on August 17, 2023, it is anticipated that Neptune would spinout a majority of its equity interest in Sprout to current Neptune shareholders, and Neptune would keep a retained interest of approximately 10-15%.
The Company believes there are many benefits in proceeding with the contemplated spinout transaction, including reducing Neptune's operating costs and cash requirements and generally reducing Neptune's debt exposure, such that Neptune's overall financial position and cash flows would be improved.
Neptune will provide updates when further details of the proposed spinout transaction are determined. Neptune continues to evaluate additional available strategic options for the Company to unlock and maximize shareholder value, including strategic business and financial alternatives, which may include, but is not limited to, the monetization of assets, strategic partnerships, etc.
The completion of the proposed spinout transaction and contemplated distribution of Sprout shares to Neptune shareholders are subject to a number of conditions, including the completion of legal and tax structuring analyses, completion of financial analysis, determination of the structure of Sprout, determination of final details of the transaction, settlement of the board and management team for Sprout, required regulatory approvals, any required shareholder approval, Neptune's compliance with its debt agreements, and the listing of the Sprout shares on a stock exchange. There is no certainty that the foregoing conditions will be satisfied or that the spinout transaction will be completed on the terms proposed or at all. The Board of Neptune may determine to not proceed with the transaction should there be a change in market conditions or investor interest or should another opportunity arise that would be deemed to better enhance value to Neptune stakeholders.
The Sprout shares to be distributed in the spinout have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be distributed to Neptune shareholders unless registered under the U.S. Securities Act and all applicable state securities laws or unless exempt from or not subject to such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Neptune Wellness Solutions Inc.
Neptune is a consumer-packaged goods company that aims to innovate health and wellness products. Founded in 1998 and headquartered in Laval, Quebec with a United States headquarters in Jupiter, Florida, the company focuses on developing a portfolio of high-quality, affordable consumer products that align with the latest market trends for natural, sustainable, plant-based and purpose-driven lifestyle brands. The company's products are available in more than 29,000 retail locations and include well-known organic food and beverage brands such as Sprout Organics, Nosh, and Nurturme, as well as nutraceuticals brands like Biodroga and Forest Remedies. With its efficient and adaptable manufacturing and supply chain infrastructure, the company can quickly respond to consumer demand, and introduce new products through retail partners and e-commerce channels. Please visit neptunewellness.com for more details.
Disclaimer – Safe Harbor Forward–Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements in this press release relate to, among other things: completion of the contemplated spinout and the exchange of Sprout debt for Sprout equity, distribution of Sprout shares to Neptune shareholders and the basis of such distribution, the receipt of required shareholder, court, stock exchange and regulatory approvals for the contemplated spinout, any listing of the Sprout shares on a stock exchange, increases to shareholder value as a result of the contemplated spinout, the financial implications of the spinout and exchange, the timing of the contemplated spinout and exchange, and the timing of additional details concerning the contemplated spinout and exchange. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections of management on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable law.
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