Acquisition of Shares in Wemy Industries Limited by Alitheia IDF Fund And Aruwa Capital Management

The Parties to the Merger (a) Alitheia IDF Fund, registered in Mauritius with registration number L172 (Alitheia); (b) Aruwa Capital Management Limited with registration number C157863 (Aruwa); (c) Wemy Industries Limited, incorporated in Nigeria with registration number RC 26574 Wemy/the Company).

Nature of Merger: The proposed transaction is an acquisition by IDF of 28.7 % equity in Wemy via the subscription by Alitheia and issuance by Wemy of 100,787,831 units of ordinary shares and 151,181,747 units of preference shares in the share capital of Wemy (Proposed Transaction). The Proposed Transaction would also include the conversion of convertible debt instruments hitherto issued to Aruwa by the Company into ordinary shares in the share capital of the Company. The Proposed Transaction thus qualifies as a merger under Section 92(1)(b)(i) of the Federal Competition and Consumer Protection Act (FCCPA).

The Area of Activity of the Parties and the Market Impacted by the Proposed Transaction: The target (i.e., Wemy) is a hygiene and personal care (H&PC) manufacturing and trading company operating in the fast moving consumer goods (FMCG) sector of the Nigerian economy. They are the producers of baby, adult and feminine H&PC products, that is, baby diapers, adult diapers, disposable medical and surgical face masks, underlay/sanitary pads and maternity pads (Wemy Products). The Company manufactures the Wemy Products under its brands Dr. Browns and Nightingale.

Alitheia is a gender-focused private equity fund that invests equity capital in high growth small and medium enterprises to achieve superior economic and social impact. The fund seeks to own a significant minority stake i.e. greater than 10% but less than 50%, in portfolio companies. The funds investment holding period is 5 years.

Aruwa is a private equity fund that identifies untapped investment opportunities and invests in rapidly growing companies that either provide essential goods and services to the rapidly growing female economy or businesses that are founded or co-founded by women or have gender diverse teams.

The Strategic and Economic Rationale for the Proposed Transaction: The rational for the investment by Alitheia and Aruwa is purely economic as neither one of these parties are engaged in a similar business as Wemy. In addition, neither Alitheia or Aruwa holds a majority stake in similar or directly competing businesses as Wemy.

The economic rationale for the investment is Wemy is predicated on: Wemys high growth potential of 30% or more year on year due to the significant market demand for the companys products, Wemys production capacity which manufactures 100% of its products locally, contributing to Nigerias GDP The significant value-addition in form of import substitution of pulp-based hygiene and personal care products, Job creation, for the youth and for women, as a result of increased production capacity The companys export potential to neighbouring countries in West Africa due to the underserved markets in these countries Wemy's payment of PAYE, withholding and other forms of taxes to the federal and state governments Wemys support for micro-businesses in form of credit terms for product distributors many of whom are small women-owned enterprises spread across all the 36 states of Nigeria