Good day, and thank you for standing by. Welcome to Sigma Healthcare Proposed Merger and Equity Raise briefing. If you'd like to ask a question, please click the Ask a Question tab in the top right of the Q&A webcast and enter your question. You can submit questions at any time during the presentation, and they are only seen by the presenters. Now, I'd like to hand the call over to Mr. Michael Sammells, Chairman of Sigma Healthcare. Please go ahead, sir. Good morning, everyone. Thank you for joining this webinar to discuss the proposed merger of Sigma Healthcare and Chemist Warehouse Group and Sigma's AUD 400 million entitlement offer. I am Michael Sammells, the Chairman of Sigma Healthcare. Before I begin, I wish to acknowledge the Wurundjeri people of the Kulin Nation and acknowledge them as the traditional custodians of the land on which we meet today. I pay my respects to the elders past, present, and emerging. I'm joined here today by Vikesh Ramsunder, the CEO and Managing Director, and Sigma's CFO, Mark Conway. I'm also joined by the team from Chemist Warehouse, in Jack Gance, Co-Founder and Chairman, Mario Verrocchi, the Co-Founder, CEO, and Managing Director, Damien Gance, the Chief Commercial Officer, and Mark Davis, the CFO. There are four main areas we will cover in this joint presentation. One, the rationale and process for the Sigma equity raise. Two, an overview of the proposed merger. Three, an overview of Chemist Warehouse. And four, an introduction to the merged entity and its aspirations. Finally, you can raise questions as we progress through the presentation by clicking on the tab at the top right corner of your screen, and we will seek to answer as many as possible in the time available at the end of the presentation. Today is a significant and transformational day for Sigma. After several months of productive discussions, we have announced our intention to merge with the Chemist Warehouse Group. The combination of Sigma and Chemist Warehouse will create a leading healthcare wholesaler, distributor, and retail pharmacy franchisor. Under the terms of the proposed merger, Chemist Warehouse shareholders will receive new Sigma shares and AUD 700 million in cash consideration. This will culminate in Chemist Warehouse shareholders owning 85.75% of Merge Co and Sigma shareholders owning 14.25%. The combination builds upon a long-standing supply relationship with Chemist Warehouse, dating back more than 30 years, which is extended with the new Chemist Warehouse supply contract due to commence from July 1, 2024. To fund the working capital required for the Chemist Warehouse supply contract and provide Sigma with flexibility to pursue business growth initiatives, Sigma has simultaneously announced a AUD 400 million pro rata accelerated non-renounceable entitlement offer. I'll now hand over to Vikesh to provide further details on both the entitlement offer and the proposed merger. Thank you, Michael, and good morning, everyone. On a standalone basis, Sigma's investment thesis is compelling, and today's equity raising fast-tracks our ability to execute on our growth strategy. It supports the new Chemist Warehouse supply contract, which will increase the group's volumes. This will drive operating leverage to improve utilization of Sigma's distribution infrastructure. It also provides funding for the execution of our franchise brand strategies and acceleration of our private and exclusive label ranges. These are important pillars of our strategy to build sales and enhance margin for both Sigma and our brand members. Alongside these initiatives, with our operational performance significantly improved over the last 12 months, we will continue to target cost-out opportunities and accelerate our path to delivering a targeted EBIT margin of 1.5%-2.5%. 3PL remains an important adjacent strategy, as it is margin accretive and utilizes latent spare capacity available across the distribution network. As we commented at our half-year results announcement, Sigma has made good progress executing against each of these growth initiatives. Pleasingly, for the first 9 months of our financial year, like-for-like sales are up 6.8%, and we are on target to deliver our FY 2024 EBIT guidance of AUD 26 million-AUD 31 million. Alongside the proposed merger, we have also announced a AUD 400 million, 1 for 1.85 pro rata accelerated non-renounceable entitlement offer. Both the institutional and retail parts of the offer are fully underwritten, and HMC Capital, our largest shareholder, has committed to sub-underwrite their full entitlement. The proceeds of this offer will be used to fund two important growth initiatives for Sigma: the working capital requirements associated with the new Chemist Warehouse supply contract commencing on 1 July 2024, and business growth initiatives, including the rollout of Sigma's private label ranges and investments in this pharmacy brand strategy. Raising equity today reduces the group's reliance on debt funding and helps ensure that Sigma has adequate liquidity on a standalone basis. Importantly, it also allows us to retain ownership of our Truganina, Canning Vale, and Townsville distribution centers. The proposed merger is structured as an acquisition of Chemist Warehouse by Sigma via a scheme of arrangement. Under the scheme, CW shareholders stand to receive aggregate consideration of AUD 700 million in cash and 85.75% ownership of MergeCo. Sigma shareholders will own the remaining 14.25%. The scheme has been unanimously recommended by the board of Sigma in the absence of a superior proposal. Sigma's largest shareholder, HMC Capital, have advised that they support the proposed merger and intend to vote in favor of the Sigma resolutions to approve the proposed merger in the absence of a superior proposal. The scheme has been unanimously recommended by the board of Chemist Warehouse directors, who collectively hold 71% of Chemist Warehouse shares and will vote those shares in favor of the proposed merger in the absence of no superior proposal to Chemist Warehouse Group. The scheme is subject to some important conditions, including Chemist Warehouse shareholder approval, Sigma shareholder approval, court approval, ACCC, and if required, OIO clearance and other conditions precedent as set out in the MIA. We have assembled a highly experienced board and management team, and Michael will touch on this later in the presentation. Subject to receipt of the necessary approvals, the proposed merger is expected to complete in the second half of 2024. This combination of the two organizations is truly transformational for Sigma and will create a leading healthcare wholesaler, distributor, and retail pharmacy franchisor. Combining Sigma's state-of-the-art distribution infrastructure with CW's leading retail expertise. The combined business will operate across the three key focus areas. Firstly, we will support a retail network of franchisees supplying over 1,000 stores across four franchise brands. Secondly, we will apply our distribution capability across 16 distribution centers with over 280,000 sq m to more efficiently serve all our customers. Thirdly, we will supply a strong and expanding portfolio of private label and exclusive brands that can drive value for consumers and enhance margin with greater sales and penetration for our franchisees and the combined group. At completion of the proposed merger, the Chemist Warehouse founders will collectively own 49% of MergeCo. As is typical for a transaction of this nature, the founders have entered into escrow deeds, which will restrict them from dealing in shares for a period of time following completion of the proposed merger. 100% of the CW group's founders shares will be escrowed until August 2025, following which 10% will be released from escrow, with the remaining 90% released in August 2026. The material ownership and escrow arrangements of the founders highlight their ongoing commitment and alignment to the success of the new enterprise. I will now hand over to Mario and the team to provide an introduction to Chemist Warehouse. Good morning, everyone, and by the way of introduction, I'm Mario Verrocchi. I'm the CEO of the Chemist Warehouse Group. I welcome the opportunity to basically give you a quick overview of Chemist Warehouse. But before I do that, the number one question I would be asking: Why Sigma? Why merge with Sigma? There are plenty of other options that we have considered, but we want to be part of the next stage of this journey. That's why we agreed to stay on. That's why we allowed our shares to be escrowed. Our pharmacy story has another 50, 60 years to run, and so this marriage is the perfect vehicle to go forward and realize the full potential. When I started pharmacy 43 years ago, Boots the Chemist was the golden standard. They had it all. They manufactured products, they owned products, they had distribution capabilities all over the U.K., and a store network that underpinned its success. Stripping out all repetitive costs, eliminating inefficiencies, pooling resources to deliver affordable health outcomes to more people in more locations. So to echo Vikesh, it's a creation of a full-service wholesaler, distribution, and retail franchisor, servicing our franchisees and independent pharmacies, taking the best of both organizations and creating a world-class one, and I guess he was spot on. So let me get back to Chemist Warehouse. Let's do 50 years in 10 minutes. The story of Chemist Warehouse is not so much one about revolution, but probably one of evolution. I read somewhere once: "Success is found at the intersection of opportunity and preparation." I think we're living proof of that. If you're prepared and you're ready, and the opportunity arises, take it, and success usually follows. So where did our story start? It began in a northern suburb of Melbourne called Reservoir in the early 1970s. Jack and Sam Gance opened their first pharmacy in 1972, a second one only 300 meters away in 1975. I came along in 1980 as a trainee, and after the year I qualified, we went into partnership in 1982. At this time, we also bought our third pharmacy, located at the Northland Shopping Centre, which was a very busy, very large shopping center in Victoria. I did nothing really for the next three years. I just simply concentrated on learning the pharmacy business. You could call it my retail apprenticeship. In 1985, we added our fourth and fifth pharmacies to our group, with the inclusion of the Chadstone Shopping Centre pharmacies, which is the biggest shopping center in Australia. And really, for the next 10 years or so, we quietly went about our business, expanding our network, two, three shops every year, and slowly building up our reputation with our suppliers, and most importantly, our customers. At the end of September 1997, we resigned from Amcal, and in just 60 days we refitted, reconfigured, rebadged 30 stores, and My Chemist began to trade. Honestly, since December 1997, we've never looked back. I guess in 1997, we grew up. We started to take control of our future. The next 3 or 4 years, My Chemist became a very strong pharmacy brand in Victoria, which was the only state that we traded in at the time. By 2000, we decided it was time to refocus and innovate, so we designed Chemist Warehouse model. It was based on the supermarket model with the same KPIs, hence super, super competitive. In June 2000, we opened our first Chemist Warehouse with Damien Gance in Footscray, followed by a second one in December 2000 in Dandenong. By the way, in the year 2000, we also opened our first store interstate, in Adelaide, in July, and we opened our first store in Sydney in November of that year. 2000 was a very, very busy year for us. The next 2 years, we learned a lot about discounting. As experienced as we thought we were, we didn't get it right, but we adapted, we changed, we twisted, and we evolved the model, so it started to go in the right direction. Our confidence doesn't come from being right, it comes from not fearing being wrong. We separated our wholesale, administration, and marketing functions into the business that is Chemist Warehouse. That business grew in scale, and it's this business that we're here to talk about today. We basically spent the next 10 years fine-tuning all the processes, from warehousing, to pricing, to layout, et cetera, et cetera, to ensure that we had a retail model that was robust, that was dependable, and was reproducible in all geographies. And what you see today is really the result of that continual refinement of our model. As we became more confident with the model, we turned our heads to other markets. But let me digress a minute. We at Chemist Warehouse, we have a theory: if you want to be a truly world-class, iconic retail brand, it'll take 100 years to achieve. Just have a look at people like Walgreens, Walmart, CVS, and Boots. It took them 100 years of time and effort to get there. So we have a three-phase plan. Phase I, the first 30 years, expand into your local market. I think we're well on the way to complete that. We have scale, we have profitability, but we still have a long way to go in phase I. Phase II, the next 30 years, expand into other markets. Well, this has already begun. New Zealand. Six years ago, we opened our first store in New Zealand, and we have 42 stores as of June 2023. We now have 49, with Ashburton opening up last Thursday. The network sales of New Zealand are growing at a rapid rate. New Zealand has expansion opportunities, and we're so excited about those as well. China. Nine years ago, we opened an online store on Tmall in China. It became the biggest international health and beauty store on the platform, and consistently, the biggest health and beauty store for the 11.11 sales, Singles Day, which is the busiest online sales day in China. But online is one thing. If you're serious, you need to get the boots on the ground, physical stores, brick-and-mortar, and that's exactly what we did. So in 2019, we opened up our first physical store in China, in a duty-free cross-border commercial zone. It was an immediate success. People waiting in queues for hours to come in, and the results? Incredible. But then COVID-19 hit. The stores had to close, and everything came to a halt. The good news, though, is they've now all reopened, and the stores have now started to trade well again. We have six stores open in June 2023, and we have another 2 that have opened since. FYI, there are 16 duty-free provinces in China, and so there is opportunity and potential to open up 70-odd stores. In truth, there's 100 years' work in China alone. Ireland. We opened up our first store in Ireland in 2020, right in the middle of COVID. Notwithstanding all the challenges that COVID produced, we now have six stores open in June 2023, another two have opened since, and two more in January and February, which are under construction at the moment. So by the end of February, we'll have 10 trading stores in Ireland. Ireland is finally showing the same promise as New Zealand, and we are extremely excited about the future prospects there as well. By the way, Ireland? Well, Ireland is the start of our European expansion. And like China, Europe has another 100 years of work, so we have plenty of things to do. Domestic online continues to grow. From humble beginnings in 2005, when we merged with ePharmacy, it has grown to an AUD 300 million-plus business, and this is a very important retail channel for the next generation. COVID was responsible for a huge growth spurt, up by about 60% in 2 years, and COVID fast-forwarded the development and acceptance of the online by at least 5 years. Since the end of COVID, we've come back a little, but we're well ahead of the pre-COVID numbers, and we're making significant investments to update and modernize that particular platform as well. Also, the nature of online sales is also changing, with now approximately 80% of all orders being either click and collect or fast delivery, and these orders are handled at store level. Therefore, with our store network, we can capitalize on this growth area, and it gives us a competitive edge over the likes of Amazon. The last phase, the last 30 years, you continue to expand and grow in these new markets. Now, I won't be here for that last phase, but we have the bandwidth in knowledge, the bench strength in our people, to ensure that this phase will be carried out successfully. And I'm happy to say that New Zealand is already showing that phase III is more than possible. As I said at the start, our story is one of evolution rather than revolution. Nature doesn't hurry, yet everything is accomplished. Just look, just look at our franchise network, both in dollars and in numbers. It grows every single year, even during COVID! Our retail distribution is in Australia, gives our franchisees the reach into most Australian homes weekly. And in case you don't know it, distribution is king in retail. So after 23 years of Chemist Warehouse and 43 years of pharmacy business, we find ourselves with 600+ stores in our franchise network, retail sales of almost AUD 8 billion by our franchisees, over 153 million consumer transactions in the year 2023. That's like 2.5 million a week. Most important, most important, our franchisees are less reliant on prescription volumes, because approximately 70% of their turnover is from the pharmacy shop retail sales, which is in stark contrast to the rest of Australia, and in fact, the rest of the world. All of these results, driven by the leading Australian pharmacy retail franchisor, the Chemist Warehouse Group. The Chemist Warehouse Group, with revenues of AUD 3.1 billion. The Chemist Warehouse Group, with EBIT of AUD 460 million at 15% margin. The Chemist Warehouse Group is more than a retail franchisor, it's a marketing machine. It has marketing assets that it owns. It owns radio stations, TV shows, and lifestyle programs. It has many fully and partly owned brands, including INC, Bondi, Wagner, and Goat, just to name a few, and just secured the world rights to the Messi fragrance. He's the real goat. We are so much more than a retail pharmacy franchisor. It all starts with our fantastic franchisees. It's driven by the Chemist Warehouse franchisee model, a model which is win-win for both the franchisor and the franchisee. So that's my story. Thank you for listening, and I'll pass you on to Damien, who'll explain our model a little further. Thank you. Thank you, Mario. My name is Damien Gance. I'm the Chief Commercial Officer of Chemist Warehouse, the first ever Chemist Warehouse franchisee, and one of the current Chemist Warehouse directors. For many of you, I would suggest that today could well be the first time you've heard directly from Mario Verrocchi, about the business that he has taken from the backstreets of Reservoir to the world. In fact, for many of you, it may be the first time you've heard the Chemist Warehouse story from any of our founders. The reason for that is because, for the most part, they have spent the last 50-odd years working tirelessly on our business, heads down. Mario, Jack, and Sam have lived and breathed this business for over 50 years. It's been a passion, some would even suggest an obsession. It is a passion shared, shared with many of our long-standing senior management. Passion and determination to make Chemist Warehouse, not simply the best pharmacy franchisor in Australia, but the world. As such, over our journey, you've heard very little from us, about us, about what we do. Since day one, our collective focus has been on doing, not spruiking our wares. Very few have spoken their way to long-term, meaningful, sustainable success. Success is an outcome born of doing, not talking. So for 50 years, we have done, rarely spoken, and it is a direct consequence of years of relative silence, that has transformed the topic of what we do and how we do it, from the mundane to relatively some kind of mystery. But the truth is, what we do, it's not a mystery. I feel a bit like Tim Cook, revealing the next generation of the highly anticipated, much-hyped new iPhone. Everyone comes along to see Tim reveal something incredible, a true step change from all the phones that have come before. But inevitably, when we get the grand reveal, most of us can't tell the difference between the phone on the stage and the one in our pocket. I fear my reveal will be equally disappointing. I'm so sure some of you came here today expecting to see something far sexier than what is our reality. Unfortunately, what we do is fairly mundane. It is just franchising and wholesale supply. To whittle away what we do and to distill it down to its core, we are a franchisor and a wholesaler. We supply the consumer goods you find in the non-dispensary part of a Chemist Warehouse. We provide franchise services to our franchise pharmacies. We give them access to our IP, and we sell them stuff. That's the grand reveal. That's what you will see as we let you peel back the curtain. But the franchise services that we provide and our IP, that big yellow box with that big red house, these things are pretty amazing. It's not standard franchise services, and it is not vanilla IP. The range of services we, the franchisor, make available to our franchisees are extensive, and we believe effective in supporting our franchisees who operate successful retail businesses. And the IP, that house insignia, that's a true powerhouse. Our commitment to marketing is as old as our business. It predates Chemist Warehouse. It is a core fundamental tenet of what we do. It is who we are. Our franchisees pay a fixed fee for access to the franchise services and for use of our IP, and they also buy goods from us. When we sell stock to our franchise stores, we charge a margin for the supply. Chemist Warehouse franchise stores are known for the range and the volume of the stock they carry. That's the warehouse bit, and accordingly, we sell stock to franchisees at high volumes. We buy at competitive prices, and we have an efficient supply chain. For the most part, that is our model. It is neither novel nor that interesting, but what it is, is it is remarkably successful. What we do is not too dissimilar from what all other major franchisors do, be they in our industry or outside of it. The difference is that the franchise services and the IP we provide is simply better than the alternatives, and hence, why our valued pharmacy franchisees are keen to join. They are keen to stay and happy to pay our fees. We also earn revenue from product suppliers and manufacturers who want to be featured through our media channels, such as House of Wellness and What's On in the Warehouse. We see this as a win-win-win. More product awareness, more sales for the franchisees, but also enabling us to undertake more marketing activity without the need to pass all of these costs through to our franchisees. Why would we suggest it is a superior franchise offering? Because we contend that when a pharmacy uses our franchise system, uses our IP, including our brand, with all of the benefits of all the marketing and advertising we do, they are able to achieve a superior commercial return on their investment compared to what they could do either alone or with an alternate franchise system. Our franchisees want their businesses to be successful. They compare the costs we charge to the value that we deliver. The extensive product range that Chemist Warehouse makes available to our franchise stores, along with the substantial marketing of our brand, means that customers know that Chemist Warehouse is the place to go for everything they need in health, wellness, and beauty. Customers know that they can get whatever they need from our franchise pharmacies or online via our website, and always for the very best price. When you put up the big red house on your big yellow box, customers come. It's Field of Dreams stuff. "Build it, and they will come." We have spent the last 23 years and hundreds of millions of AUD making sure that everyone in Australia knows that health and beauty equals Chemist Warehouse. I would suggest we've succeeded, because everyone I know did a big shop at Chemist Warehouse just before having a baby. Because prior to opening in New Zealand, New Zealanders in Australia, or New Zealanders in New Zealand, they get excited because we're coming, and what we bring is exciting. You go to a Chemist Warehouse when you're starting a health kick, getting ready for a holiday, when you want to lose weight, to gain weight, when you want to protect yourself from the sun, from the mozzies, from the flies, to cover up, to clean up, to bandage up, or to simply get better. We have found our way into the Australian psyche. We are part of the post-2000 Australian zeitgeist. We have our own Bluey episode. We have our own Bluey episode because visiting a Chemist Warehouse is simply part of what Australian families do. It is part of our collective every day. Our advertising and our marketing never talks down to consumers. It informs, it entertains, and we work with franchisees who share the same welcoming approach to customers who visit their stores. The big red house will get customers into our franchise pharmacies. What they do while there, that's up to the franchisee, but we will and we do help. We provide a suite of franchising services designed to enable our franchisees to meet their customers' needs and do so every day. If you add our IP to the amazing array of services that we, as a franchisor, provide, you end up with a truly compelling proposition for our franchisees. What we deliver to our franchisees is well-tried, it is well-tested. A model enabling our franchisees to focus not on winning customers, but keeping them. It allows our franchisees to focus on their customer needs and to drive franchisee profitability. It is a model that allows us to charge appropriate and fair value fees for the services and the IP we provide, and in doing so, we've built a highly successful franchisor. To talk about the financials of our franchisor, I'm thrilled to introduce Mark Davis, a man, unlike Mario and I, who many of you would know from his time as a CFO at Computershare. Mark? Thank you, Damien, and good morning. Great to be here. Nice to reconnect with those of you on the call that I do know from my days at Computershare. Let me start by contextualizing the numbers in this slide. The numbers we've provided in relation to the Chemist Warehouse Group are straight out of our statutory financial accounts. The first thing to note is that there are no management normalizations, and we've not made no pro forma adjustments for any of the positive initiatives the business has locked in recently, not the least of which are the benefits we expect to get from new supply arrangements with Sigma. More on that later. The retail network, which comprises of a combination of more than 600 franchised, partly or fully owned stores globally, generated AUD 7.9 billion in total network sales in FY 2023. Those total network sales have grown at a compound annual growth rate of 10% over the five years to FY 2023, with like-for-like sales growth in Australia, which still remains the engine room of Chemist Warehouse of 12% in FY 2023. While the retail network's financials are, with limited exception, not consolidated into Chemist Warehouse Group's financials, because we don't own or control them, they are franchise stores. The trading performance and the ongoing development of the retail network is fundamentally a key driver of growth for the Chemist Warehouse Group. Turning to the Chemist Warehouse Group's most recent FY 2023 statutory audited results, we generated AUD 3.1 billion in revenue, AUD 555 million in EBITDA, and AUD 460 million in EBIT, representing an EBIT margin of 15%, and we paid AUD 264 million dollars of dividends to our shareholders. As a pharmacy franchisor and wholesaler of FMCG products, Chemist Warehouse Group generates the majority of its revenue from the supply of consumer goods to franchise stores, along with fees for support services provided to franchisees in Australia and the retail network in New Zealand. Chemist Warehouse Group also generates revenue through our own store network internationally and certain online sales, in addition to supplier-generated income, including advertising and marketing fees, for promoting their products via our very considerable marketing and media network. As mentioned earlier, the trading performance of the retail network and continued rollout of additional franchise and company-owned stores are key drivers of growth for the Chemist Warehouse Group, along with increased penetration of own, private label, licensed and exclusive brands, and improvements in our margins through enhanced operating efficiencies and cost discipline. Turning now to FY 2024. Year-to-date sales in our network are off to a strong start, with total network sales growth of 15% versus the prior corresponding period to the end of October FY 2023, which is very pleasing in this economic environment. We've added 13 new franchised or company-owned stores to the store network, including four Chemist Warehouse stores, one new Optometrist Warehouse, and one pipeline store in Australia, alongside seven new Chemist Warehouse stores internationally. In recent months, we've also successfully negotiated two new supply agreements, including the previously announced agreement with Sigma, with expected benefits from these arrangements to be realized progressively from FY 2025. As mentioned earlier, none of these benefits have been pro forma adjusted in the results we've presented. That's a quick wrap on the high-level numbers, and I'll now hand back to Vikesh. Thank you, Mark. The case for combining our two companies is compelling. On the one hand, you have Sigma, a full-line pharmaceutical wholesaler with a national distribution center network, strong franchise brands, and a supplier to a number of aligned pharmacies. On the other hand, you have Chemist Warehouse, a leading retail pharmacy franchisor with over 600 stores in Australia and internationally, and a household name in the Australian retail landscape. The combination of the two will create a leading healthcare wholesaler, distributor, and retail pharmacy franchisor. For CW, it delivers a step change in their supply chain capabilities through access to Sigma's state-of-the-art distribution infrastructure. For Sigma, access to CW's marketing expertise and specialist retail know-how will accelerate the growth strategy for our Amcal and Discount Drug Stores brands. Combined, MergeCo has significant financial strength. Historical aggregate EBIT was more than AUD 495 million. That is before the AUD 60 million per annum in potential cost synergies, which are expected to be unlocked as a result of the proposed merger. Importantly, MergeCo will bring together a complementary suite of pharmacy franchise brands that can be differentiated to address diverse segments. Chemist Warehouse is well known as the big box discounter with the widest range and great prices. More recently, the CW brand has entered international markets with continued expansion plans. The Amcal and My Chemist brands are typically your full-service community pharmacy brands trusted with quality products and expert advice. Sigma was already advancing plans to reinvigorate the Amcal brand. And Discount Drug Stores is your smaller, convenient discount pharmacy with a singular mission of providing quality health care at an affordable price. Each has a unique offering, but with the support of the merged group, will have the ability to bring even more affordable healthcare products and services to consumers. Turning now to the combined DC network, MergeCo will have a comprehensive distribution network across Australia and New Zealand, with ample capacity to handle our inventory needs and store rollout ambitions. Sigma has invested in excess of AUD 400 million over the past 6 years to develop state-of-the-art distribution infrastructure. Through the combination with Chemist Warehouse, we can better utilize this infrastructure for the benefit of all customers. The combined DC footprint will enable us to improve stock availability and speed to market, drive distribution efficiency, and remove duplicate costs across the transport network. The MergeCo has significant financial strength. It has delivered aggregate EBIT of more than AUD 495 million in the historical period. The MergeCo is expected to deliver potential run rate cost synergies of AUD 60 million per annum. The material synergy opportunity reflects the strong commercial logic of the proposed merger. The expected synergies primarily relate to supply chain optimization and the removal of duplicate corporate costs. The potential synergies are expected to be realized within 4 years following completion of the proposed merger and will incur one-off integration costs of approximately AUD 75 million. Turning now to the funding arrangements. As mentioned earlier in the presentation, as part of the proposed merger, Sigma will pay cash consideration of AUD 700 million to Chemist Warehouse shareholders and will assume approximately AUD 300 million of existing CW debt. To ensure adequate funding for this, Sigma has negotiated a new debt facility of AUD 1 billion. Separate to the proposed merger, Sigma is raising AUD 400 million of equity on a standalone basis to fund working capital requirements and existing growth initiatives. However, to the extent that proceeds from this raising haven't already been applied to these purposes, some of the net proceeds may be used towards funding the cash consideration. Post-completion, the new board intends to maintain a capital structure, which will allow the flexibility for the combined group to pursue attractive growth initiatives. Further, the board will also consider the MergeCo's capital requirements and its dividend policy when determining the amount of debt MergeCo will have post the transaction. This dividend policy will be determined by the board at or around the time of completion of the proposed merger. This slide underscores just how transformative the transaction is for Sigma and our shareholders. It will catapult Sigma's market capitalization from approximately AUD 800 million today to an estimated AUD 8.8 billion upon completion, and enhance our relevance, scale, and liquidity. Importantly, MergeCo is expected to be eligible to sit well within the ASX 200 following quarterly rebalancing, and is expected to be within range of the ASX 100. MergeCo will have five key pillars underpinning its investment case. Firstly, there are ambitions to expand the Australian store footprint, and CW has a strong track record of growth. We expect this to continue through the rollout of new stores across the Chemist Warehouse, Amcal, and Discount Drug Stores brands. Next, the commitment remains to invest in the relaunch of Amcal and DDS. These heritage brands are highly complementary to the CW operation and have opportunities to grow and develop with the right investment. As a third pillar, the merged group will be positioned to provide an expanded product offering and service ranges to franchisees, significantly increasing the value we bring to our partners. This will involve both applying CW's media and marketing capability across MergeCo, while also focusing on expanding our exclusive and private label ranges, which remains unpenetrated, underpenetrated in Australian pharmacies. Merger of the two businesses, it also supports an increase in our omni-channel capabilities, which will benefit all franchisees as well as retail consumers. Finally, MergeCo is poised for future international expansion. Chemist Warehouse has existing operations in New Zealand, Ireland, and China, and we believe opportunity exists to apply this blueprint to the broader rollout of stores, both in these countries as well as other attractive regions. I'll now hand over to Michael to discuss the governance structure of the MergeCo and provide some closing remarks. Thanks, Vikesh. Post-completion, the MergeCo will be led by a combination of the boards and management teams of both Sigma and Chemist Warehouse, and will benefit from their combined skills and experience, which are highly complementary. I will assume the position of independent chair of the MergeCo board, and Vikesh will serve as MergeCo's CEO and Managing Director. Existing Sigma directors, Annette Carey, Neville Mitchell, and Chris Roberts, will all be importantly appointed as non-executive directors to the MergeCo board, and they each bring substantial and complementary expertise and knowledge to the board. In addition to these Sigma representatives, there will be four Chemist Warehouse representatives appointed as executive directors of the merged board, including two of the founders, being Jack Gance, the current chairman, and Mario Verrocchi, the current CEO and Managing Director, along with Damien Gance, currently Chief Commercial Officer, and Danielle Di Pilla, currently the Chief People Officer of Chemist Warehouse and a Chemist Warehouse franchisee. Turning to management, Vikesh will lead the merged Group as CEO, alongside Mark Davis, who will be appointed as CFO of the merged Group. As many investors would know, Vikesh has extensive experience as CEO of the Clicks Group in South Africa, which has many similarities in terms of business model and scale to the merged being created here. Mario Verrocchi will continue to manage the Chemist Warehouse business post-completion, in addition to being appointed to the board as an executive director. The board and management team of MergeCo represent a group of highly experienced and dedicated leaders who will support MergeCo towards achieving our vision of being a leading Australian healthcare wholesaler, distributor, and retail pharmacy franchisor. As we conclude this presentation, I want to reiterate just how transformational and compelling this transaction is for both Sigma and Chemist Warehouse. This transaction creates a full-service wholesaler, distributor, and retail pharmacy franchisor, bringing together three synergistic business lines to produce better outcomes for our franchisees and other wholesale customers, their customers, and our shareholders. This is a rare opportunity to combine the core competencies of two strong healthcare businesses, bring Sigma's state-of-the-art distribution infrastructure together with the Chemist Warehouse leading retailing know-how. Further, the Merge Group's financials profile is impressive. Historical aggregate EBIT was more than AUD 495 million, before considering the significant potential cost synergies, which we initially expect to be AUD 60 million. With an indicative MergeCo market capitalization of AUD 8.8 billion, the MergeCo is also expected to be eligible to sit well within the ASX 200 following quarterly rebalancing. The Merge Group will be run by an experienced management team and board who will support the MergeCo to even greater heights. We believe we have brought together a unique collection of individuals who will be able to lead MergeCo as our companies undertake a transaction which represents a step change in our scale, investor interest, and balance sheet strength. I want to thank everyone for joining this call and listening in. We hope you're all just as excited as we are about the proposed merger. We will now respond to some of the more frequent questions received. Direct first question to Michael from Ross Curran: Do you foresee any ACCC issues? We respect the ACCC's process. We will work cooperatively with the ACCC through this timeline, and we've already commenced an early engagement, and we will work closely with them to meet their needs through the course of the transaction. Question for Vikesh: What risk is factored in for any potential loss of non-CW pharmacy revenue? I think we have taken that in our consideration. Obviously, we haven't had an opportunity to speak, I guess, to members or customers until today, and that process will continue for the rest of the day and into the future. But I do think that we've taken that into consideration. We do believe, actually, that this is an opportunity for all Sigma customers, including our brand members, as well as our independent customers. A question for probably Vikesh and Mario. So what impact is the group observing from the moved 60-day dispensing and the potential for reduced foot traffic? You go first. Yeah, I'll get first. I think obviously we know that the regulations have impacted wholesalers, you know, initially, and the extent to which it's going to impact, pharmacy is probably too early to say. But I do think we take that into consideration, and therefore, the merger actually strengthens the group to deal with the challenges that community pharmacy will face in the future. Because as the challenges do build, a stronger group is there, and a stronger franchisor is certainly there to support all members and pharmacy, community pharmacies. Yeah, I agree with Vikesh. I think it's early days. I think, you know, there's three tranches of drugs that have to come through, only one's come through. We are assessing that. It's just a little bit early to say which way it's gonna go, but, you know, I think we take heart that, you know, 70% or about 70% of our income comes from the front or comes from the floor, and so the impact on us will probably be a little bit less. But yeah, early days, but yeah, we'll keep an eye on it. Question for Damien from Ross Curran. Can you please help us understand the franchisee structure, in particular, how it works in New South Wales, as you have called that out in your risk section? So the franchise structure we have is ubiquitous, same in every state and territory other than New South Wales. And as I said, it's a fairly vanilla structure. We are a franchisor providing franchise services, and I would suggest a very very robust IP for them to utilize, and we also sell stock. So we sell stock to the stores in New South Wales. We have historically, over the last three or so years, had issues with the regulator in that state, but I think we need to provide some context there. It's not a Chemist Warehouse issue. It may be a Chemist Warehouse issue because we are the ones on the record who have called it out, but it's an industry-wide issue. In terms of New South Wales, we were endeavoring to engage in productive dialogue with the council over the last few years. Unfortunately, they've been unwilling to engage with us in order to achieve an agreeable, acceptable franchise model. Our desire at all times was to ensure that we had one simple and single model that we applied across the country. Unfortunately, in New South Wales, we've been unable to achieve that, so we have an alternate model there, which we believe still provides the necessary services and IP to our franchisees. We still wholesale to our franchisees. It's just a bespoke model for the New South Wales pharmacies. We're getting approvals through New South Wales with this alternate suite of documents, and this alternate suite is something that both we, as in the Chemist Warehouse franchisor, and our Chemist Warehouse franchisees in New South Wales are comfortable and happy with. It may not be ideal. As I said, we would like a single model to apply nationally, but is well and truly workable and is currently being approved. A question for Vikesh from Marcus Curley. Can you provide details and timing of cost out benefits from merger? I think we've provided some level of, high level and initial assessments at the moment, where we believe there's probably AUD 60 million of cost synergies, but further detail will be provided as more documentation comes through. Today was really about announcing the transaction, and we will provide further detail in the future. Another question from Mario, from Sean Laaman. What proportion of the business is moving to online sales, and what is the trajectory, and what is the competitive dynamic? Good question. The answer is that, you know, online is settling down. Online's always growing, but it's never gonna be significant in the sense that it'll never get more than 10% of what we do. While COVID was on, it had this big growth, which I sort of, I've already alluded to, but it's come back since then. I mean, I'll probably settle out, I'm guessing, at about 8% of turnover in the next few years. While we're with you, Mario, from Liane Harrison. Can CW founders comment on their intentions re- timing quantum of sell down of remaining escrowed shareholdings post-August twenty-sixth? You know, I can only go back to our slide, and it is that, you know, we have this 100-year theory. We're here for the long haul. We're fully committed. We've taken executive roles. We've locked down our shareholding for the next couple of years, but we can't predict, you know, we're nowhere to go, nowhere's out our crystal ball, but, you know, for the foreseeable future, we're in boots and all. Okay. Question for Vikesh. CW has made inroads into its international markets. Do the market dynamics provide opportunity for Sigma to expand its wholesaler distributor operations in those international markets once CW scale is achieved? Well, that certainly still has to be assessed. I think it's important to note that the transaction has not been finally approved yet, and if it is, we will then look at the final detail and then look at those opportunities. Okay. I'll give you again, Vikesh, from Richard Treagus. Hello, Richard. What have the parties agreed Merge Co will be named? It's Sigma at the moment. Sigma [inaudible]. Yes. Back to you, Mario. From Michael Peet: What are Chemist Warehouse store rollout plans over the next three to five years? You know, again, there's plenty of room in. Yeah, Australia is our powerhouse. It's where, where obviously our strength, and if you look at Victoria as the base, the penetration into other states isn't quite as high. So there's a lot of growth, there's a lot of natural organic growth in Australia. Probably 400 stores, we still have to go get into areas that we don't trade in. So there's plenty of growth in Australia, and then if we add the world on top of that, there's, you know, the, you know, it's infinity and beyond. But, a nd we've got a few other things in the fire, a few other irons in the fire. You know, we've started off some warehouse, which is, only two stores strong, but, you know, based on models from Boots and even Australian model, like the Nationals, it shows that it is extremely profitable. So that's one that we're looking at. We're also looking at hospital, pharmacy, nursing, nursing home packing, which we, we do a bit of, and compounding, we've just started. So yeah, there's a lot, a lot of things with it. There's a lot of runway for our growth. Question for Vikesh, from Bilyana Bakardjieva. How do you stop non-Sigma-branded pharmacies from shifting their businesses to API or Ebos? Well, by spending the time with them and reminding them of what a good benefit this is for them. A stronger Sigma means we can support our existing customers and our branded members in a far greater way than we do today. I think we've covered most of the questions, in those. So I'll now hand back to Michael for some closing remarks. Thank you. Well, I just have to say that on behalf of the Sigma and Chemist Warehouse teams, we're delighted to be here today announcing this merger, and very excited about what can be delivered in the future from merging these two businesses. It represents enormous potential. I want to thank you for your interest in this major announcement by dialing in this morning, and we'll close the call now, and thank you for your time. Thank you. That concludes today's webcast call. Thank you for participating. You may now disconnect.