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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SOURCE Neptune Wellness Solutions Inc.