On 6 August 2026, Jamieson Wellness, the Canadian vitamin company, announced that Kirin would buy it. The sentence that mattered read, in effect: C$45.75 a share in cash, about C$2.0 billion of equity value and C$2.5 billion of enterprise value, a 27 percent premium to the unaffected twenty-day VWAP (volume-weighted average price), at approximately 16.0 times last-twelve-months adjusted EBITDA (earnings before interest, taxes, depreciation and amortization).
Most people read that sentence as news. A founder should read it as a lesson, because one day a sentence like it will be written about their company, and every word in it will have been decided by what was in their file.
There are six numbers in that sentence. If you can pull them out in thirty seconds, you can read any deal. If you can build them for your own company before a buyer does, you can set the price instead of receiving it. Law VII — The Market Pays for What It Can Verify™. Here is how the six numbers are verified.
◆I. The offer: C$45.75 a share
The first number is the one the newspaper prints, and it is the least useful on its own. C$45.75 compared with what?
Multiply it by the diluted share count and you get what the shareholders receive. Jamieson's release puts that at about C$2.0 billion, which implies a little under 44 million diluted shares (derived: 2,000 ÷ 45.75). That is the equity value: what the owners are paid to hand over the keys.
The question a founder should hear in that number is not whether C$45.75 sounds like a lot. It is: what did the market think the company was worth the day before anyone knew a buyer was circling?
◆II. The premium: 27 percent
Kirin paid 27 percent more than the price at which Jamieson's shares had been trading. That puts the reference price at roughly C$36 (derived: 45.75 ÷ 1.27). Shareholders got the difference for one reason: a buyer of control has to pay for control. Without a premium there is nothing in it for the owner, and the owner is the only person who can say yes.
Two things about premiums that founders get wrong.
A premium is not proof of overpayment. If Jamieson is worth C$60 a share inside Kirin's platform, with Kirin's distribution in Asia and Kirin's cost of capital, then C$45.75 was a good buy, not a generous one. The premium is measured against the seller's market price; the buyer measures it against the value to the buyer. The gap between those two is the negotiation.
And a premium is measured against the unaffected price. Once a rumor of a deal is out, the stock moves, and the moved price is no longer the market's view of the company; it is the market's view of the deal. Jamieson's unaffected date was 24 June 2026, the last full day before a media report and the company's own confirmation that a process had begun. Every premium in the announcement is measured from that day, not from the day before signing.
The private-company version of this is the strike. Before any letter is answered, the company writes down what it is worth on the evidence, and every offer is measured against that number. The Summit™ calls it the strike, and the rule is the same one Kirin's bankers used: nothing is answered below it, and everything above it is answered with a process, not a yes.
◆III. The reference: the twenty-day VWAP
Bankers do not measure the premium against one closing price, because one day can be an accident. They use the volume-weighted average price over twenty trading days: every trade in the window, weighted by how many shares changed hands at that price. A day when a million shares traded counts for ten times more than a day when a hundred thousand did. It is the average the market actually paid, not the average of the prints.
Jamieson's release gives both the twenty-day figure, 27 percent, and the sixty-day, 32 percent. The second is higher because the stock had been drifting up into the summer. Two windows, two premiums, both true. A founder reading a deal should ask which window is being quoted and why.
For a private company there is no VWAP, but there is the same discipline: a baseline value built from what comparable companies trade at and what comparable deals cleared, not from one conversation with one hopeful buyer. That baseline is the first job of The Market Read.
◆IV. Equity value against enterprise value: C$2.0 billion against C$2.5 billion
This is the distinction that separates people who read deals from people who repeat them.
The shareholders receive about C$2.0 billion. But Kirin is not buying shares in the abstract; it is buying an operating company that owes money. Enterprise value is equity value plus debt minus cash, with a handful of further adjustments in a real transaction. Jamieson reported net debt of C$416.7 million at 30 June 2026. Add the other adjustments and you reach the roughly C$500 million gap between the two headline figures.
Think of a house sold for two million with a half-million mortgage attached. The seller does not walk away with two million; the lender is paid first. Which figure describes the transaction depends on whose side of the table you are on, and the buyer always thinks in enterprise value, because the buyer inherits the debt.
Founders who quote their company's value as a single number, without saying which one, tell a buyer's team something before the first meeting: that the founder has not read many of these. Keep the Receipts™ applies to your own balance sheet first.
◆V. The earnings: last twelve months, adjusted
The multiple has a denominator, and the denominator has three words in front of it. Each one is a decision.
Last twelve months: the most recent four quarters, not the last calendar year. In August 2026 that means the second half of 2025 plus the first half of 2026. A buyer wants the most current picture, and a seller in a growing company wants it too, because it is higher than last year's.
EBITDA: earnings before interest, taxes, depreciation and amortization. Roughly, operating profit before the financing structure and the accounting for old capital spending. It is not cash flow; it is a way to compare companies that carry different debt, different tax positions and different asset bases. Enterprise value pairs with EBITDA because EBITDA is the earnings available to everyone who provided capital, lenders and shareholders alike. Equity value pairs with net earnings, which is why price-to-earnings exists. Mix them and you are dividing apples by oranges, and a buyer's analyst will notice in the first minute.
Adjusted: the word that deserves the most attention and gets the least. Management starts with reported EBITDA and removes what it argues is non-recurring, unusual or non-operating. Jamieson's own definition adds back share-based compensation, foreign-exchange swings, distribution-center transition costs, an information-technology implementation, donations and other one-time items. Some of that is fair. Some of it is a matter of opinion. When someone tells you a company trades at twelve times adjusted EBITDA, the next question is always the same: adjusted for what? An illustration, in the model I use, of how the word can move a number: reported EBITDA of 140; add back 5 of restructuring, 4 of deal costs, 3 of litigation, 4 of other; adjusted EBITDA of 156. Eleven percent more profit, and not one more dollar in the bank.
◆VI. The multiple: 16.0 times
Enterprise value divided by last-twelve-months adjusted EBITDA is the acquisition multiple. Jamieson's circular states it as approximately 16.0 times, so the denominator can be recovered: about C$156 million (derived: 2,500 ÷ 16). Kirin is paying sixteen dollars of enterprise value for every dollar of Jamieson's current annual adjusted profit.
Now the detail that makes the point better than any lecture could. Jamieson's reported adjusted EBITDA for 2025 was C$159.7 million, and the first half of 2026 added C$61.9 million, so the reported last-twelve-months figure is roughly C$167 million (derived from the two releases). Divide C$2.5 billion by that and the multiple is about 15 times, not 16. The difference is one line in the circular: the 16.0 times is stated on a pre-IFRS 16 basis (IFRS 16 is the International Financial Reporting Standards rule on leases), which treats lease payments as an operating cost instead of a financing one and so lowers EBITDA by the rent. Same company, same price, same twelve months, and the multiple moves a full turn depending on which EBITDA you were handed.
That is why the number is never the number until you know how it was built. A founder who wants sixteen times has to know which sixteen.
◆VII. What sixteen times is paying for
Two vitamin companies, in the model I use, each earning 100 of EBITDA. One sells for 800, eight times. The other sells for 1,600, sixteen times. The earnings are identical; the price is not. The market is paying for something other than this year's profit.
It pays for growth: Jamieson grew revenue twelve percent in 2025 and seventeen percent in the first half of 2026. It pays for margin and its durability. It pays for a brand that people ask for by name rather than buying the category. It pays for distribution the buyer does not have; Kirin described the purchase as its entry into North America. It pays for science and formulation a buyer would take years to build. And it pays for what the buyer can do with the company that the seller could not: synergies, in the language of the release, which means earnings the combination produces that neither side could produce alone.
None of those is luck. Every one of them is a page in a file, and every one is built or not built in the years before the letter arrives. The Re-Rate 180 names six fronts, the numbers, corporate and intellectual property, the revenue, the machine, the people and the story, and each one removes a discount or adds a premium that a buyer prices. Sixteen times is what a company looks like when all six are closed. The Multiple Is Built.™
◆VIII. The vote, and the documents
Because Jamieson is public, Kirin could not simply agree a price with management and wire the money. Shareholders own the company, and two-thirds of the votes cast had to approve, with a proxy deadline of 10:00 Toronto time on Monday 28 September and a meeting on Wednesday 30 September. Two independent fairness opinions, from BMO Capital Markets and Canaccord Genuity, sat behind the board's recommendation, and the two proxy advisers, Institutional Shareholder Services (ISS) and Glass Lewis, both said vote for it.
For anyone learning to read deals, the management information circular behind that vote is worth more than a year of news. It carries the comparable companies the bankers chose, the precedent transactions they weighed, the forecast the board relied on and the assumptions under the discounted cash flow (DCF) model. It is the file, published. Read three of them and you will never again mistake a headline for a valuation.
A private founder never has to publish a circular. A private founder has to build one anyway, because a buyer's team will assemble it in the first hour of diligence whether the founder has or not, and the version they assemble from gaps is the one that sets the price.
◆IX. The sixty-second read
When the next announcement crosses your screen, take out six numbers in this order and say what each one means before you read a word of commentary.
The offer: what is paid per share, or per company. The equity value: what the owners receive. The enterprise value: what the operating business, debt included, is being valued at. The premium: how far above the unaffected market price, and over which window. The earnings: the last twelve months, adjusted for what, on which basis. The multiple: enterprise value over those earnings, and what that multiple is paying for that this year's profit does not explain.
For Jamieson: C$45.75, about C$2.0 billion, about C$2.5 billion, 27 percent over the twenty-day unaffected VWAP, roughly C$156 million of pre-IFRS 16 adjusted EBITDA, 16.0 times.
Then the questions that make you an investor rather than a reader. Why is this buyer willing to pay this multiple? What growth is baked into it? What can this buyer do with the company that another could not? What adjustments produced the denominator? How does it compare with the last five deals in the sector, and with the public peers? How much debt can the earnings carry? What does the buyer's return look like at a lower exit multiple?
◆X. What this means for a company one hundredth the size
A founder with C$5 million of EBITDA, in the model I use, will never see a press release like Jamieson's. The arithmetic is identical. At eight times the company is worth 40 million; at twelve, 60; the difference is a second company's worth of value out of the one that already exists, and it is decided by the same six things the Kirin release decided: which earnings, on which basis, adjusted for what, against which comparables, with which premium for what a buyer can verify.
Nobody answers a letter. Score it first. The six numbers are the score.
- We read the enterprise value, not the headline.
- We measure the premium from the unaffected price, over a stated window.
- We ask "adjusted for what" before we repeat a multiple.
- We pair enterprise value with EBITDA and equity value with earnings, never the other way.
- We know which EBITDA, on which basis, or we do not know the multiple.
- We read the circular, not the coverage.
- We write the strike before the letter arrives.
- We build the six fronts that a multiple pays for, so that the multiple is ours to set.
Sources: Jamieson Wellness, "Enters into Definitive Agreement to be Acquired by Kirin in C$2.5 Billion Transaction," 6 Aug 2026; "Announces Filing of Management Information Circular," Aug 2026 (16.0x pre-IFRS 16 last-twelve-months adjusted EBITDA; meeting 30 Sep 2026); "Reminds Shareholders to Vote," Sep 2026 (proxy deadline 28 Sep 10:00 Toronto); "Reports Second Quarter 2026 Results," 6 Aug 2026 (first-half revenue C$403.6M, adjusted EBITDA C$61.9M, net debt C$416.7M); "Reports Fourth Quarter and Full Year 2025 Results," 26 Feb 2026 (revenue C$822.1M, adjusted EBITDA C$159.7M); ISS and Glass Lewis recommendation release, 16 Sep 2026. Derived figures: diluted shares, reference price, implied and reported last-twelve-months EBITDA, the 15x cross-check. The adjusted-EBITDA add-back example in section V, the two-company comparison in section VII and the C$5 million company in section X are illustrations, in the model I use, not Jamieson's numbers.