Kirin is paying C$45.75 a share for Jamieson Wellness, and the auction that produced that price began with an approach from somebody else
Kirin did not make the first approach.
The process that ended this week with a C$45.75 a share cash offer for Jamieson Wellness started in March, when an unsolicited proposal arrived from a different party. Jamieson's board put that to a special committee of independent directors, hired BMO Capital Markets and Canaccord Genuity, and ran a sale process. The process produced Kirin Holdings instead. It also, according to the company, turned up no alternative proposal offering superior value, terms or certainty of completion, including after the process became public knowledge in late June.
Three numbers for one deal
Kirin will pay C$45.75 in cash for each of the 41,490,939 Jamieson shares outstanding, which its Tokyo filing puts at C$1,898m, or about 218.3bn yen at an assumed rate of 115 yen to the Canadian dollar.
Jamieson describes the same transaction as approximately C$2.0bn on a fully diluted equity basis and approximately C$2.5bn on an enterprise value basis. The three figures are not in conflict. They count different things: shares outstanding, shares plus dilution, and the whole capital structure including debt.
The company puts the consideration at a 27 percent premium to the 20-day volume weighted average price on the Toronto exchange and 32 percent to the 60-day, both measured to 24 June. That date has a name in the release. It is the Unaffected Date, the last full trading day before a media report and the company's own confirmation that a process was under way.
What has to happen, and what it costs to walk
The deal runs as a court approved plan of arrangement under the Business Corporations Act of Ontario. It needs at least two thirds of the votes cast at a special meeting, expected in September, and where required a simple majority of votes cast excluding those that Multilateral Instrument 61-101 requires to be excluded. Court and regulatory clearances follow. There is no financing condition.
Every director and senior officer has signed a voting and support agreement, each of which dies automatically if the arrangement agreement does.
The board kept a fiduciary out, so a genuinely superior unsolicited proposal can still be accepted. Kirin holds a right to match it. A termination fee of C$70m, which the release puts at roughly 3.5 percent of the equity value, is payable by Jamieson in that case and in certain others.
A hundred and four years, and what the numbers underneath look like
Jamieson was founded in 1922 and sells vitamins, minerals and supplements, mostly in Canada and the United States, where it bought Nutrawise Health and Beauty and its youtheory brand in 2022.
The three year table in Kirin's filing shows revenue rising from C$676m in 2023 to C$734m and then C$822m in 2025. Operating profit went C$95m, C$106m, C$118m. Profit attributable to owners reached C$62m last year, or C$1.49 a share, so the offer is about 30.7 times last year's earnings per share. Net assets per share stood at C$12.78 at the end of 2025, which puts the offer at about 3.6 times year end book value. The largest disclosed shareholder is Mackenzie Financial Corporation, at 11.8 percent.
For Kirin this is the third health acquisition of its recent run, after Blackmores in Australia and FANCL in Japan, and the first in North America. The company set up Kirin Health Science International earlier this year to hold that group together, and says in its filing that North America is the largest supplement market in the world and that it had no base there.
Two things changed the moment the announcement landed. Jamieson's automatic share purchase plan, set up under the normal course issuer bid announced on 26 February, has terminated by its own terms, and the arrangement agreement bars further buying under that bid. And the earnings call is finished as a practice: second quarter results went out on Wednesday as scheduled, the call booked for that day was cancelled, and the company says it does not intend to hold quarterly calls while the deal is pending.
