Anjac SAS, a health and beauty services provider based in Paris, has entered into a definitive arrangement agreement to acquire Apollo Healthcare Corp. for approximately $327 million, on an all-cash basis.

WHO: Based in Ontario, Canada, Apollo Healthcare Corp. is one of the largest private-label personal care product manufacturers in North America, developing and manufacturing retailer-branded and private-label products for major North American retailers. Apollo's products are sold in tens of thousands of stores across North America, and its customer base spans major North American grocery, drug, and mass merchandise retailers, users as well as wholesale clubs. In addition to private label, Apollo also manufactures products on a contract basis for many of its clients.

Anjac Health and Beauty Services provides contract development, manufacturing services, and analytical testing for pharmaceuticals, medical devices, health and hygiene products, and beauty products. The Anjac group of companies brings together 10 leading complementary enterprises, and 14 research, development, and production facilities across the health, hygiene, beauty, and food supplements industries. Anjac was founded in 2008, has approximately 1,700 employees globally, and is based in Paris, France.

WHY: The all-cash offer crystallizes value for Apollo Shareholders, offering immediate liquidity and certainty of value.

IN THEIR OWN WORDS: Charles Wachsberg, Chairman and co-CEO of Apollo, said, "We are delighted to be able to deliver a substantial premium and investment liquidity for all of our faithful shareholders through Apollo's partnership with Anjac. Apollo's established leadership and commitment to strategic, client centric engagement, as well as to building world class retail brands for its cherished family of clients will be further enhanced in its association with Anjac. We look forward to working closely with Anjac to deliver industry leading innovation and customization throughout our global distribution platform."

Aurélien Chaufour, CEO of Anjac, said, "With assets in the USA, Canada and Europe, Anjac is a global leader in developing first to market and exclusive technologies within the health and beauty care and pharmaceutical sectors. We look forward to collaborating with the talented Apollo team on future initiatives and to bringing exceptional quality products to market in the dedicated service of Apollo's customers."

DETAILS:

• Anjac SAS to acquire Apollo Healthcare Corp. for approximately $327 million, on an all-cash basis.
• Under the terms of the agreement, Apollo shareholders will receive $4.50 per share, which represents a 157% premium to the Apollo shares’ closing price and a 172% premium over the volume-weighted average price based on 20 trading days on the Toronto Stock Exchange as of November 4.
• Apollo's co-CEOs, Charles Wachsberg and Richard Wachsberg, agreed to exchange approximately 64% of their total shares for equity in an affiliate of Anjac, which will represent 30% of the pro forma equity interests therein, as a condition to the deal.
• Canaccord Genuity Corp. acted as financial advisor and Miller Thomson LLP acted as legal counsel to Apollo. Raymond James Ltd. acted as exclusive financial advisor to Anjac and Fasken Martineau DuMoulin LLP and Gibson Dunn & Crutcher LLP acted as legal counsel to Anjac.