SHOP APOTHEKE EUROPE and GALENICA enter into a strategic partnership and jointly establish the leading online pharmacy in Switzerland.

Sevenum, the Netherlands, 30 March 2023. As part of a strategic partnership, Europe's leading e-pharmacy SHOP APOTHEKE EUROPE N.V. and GALENICA AG, the leading integrated healthcare provider in Switzerland, are combining the business activities of the speciality pharmacy Mediservice AG and the online pharmacy shop-apotheke.ch in a joint venture. This combination creates the leading online pharmacy in Switzerland. SHOP APOTHEKE EUROPE will hold 51% and GALENICA 49% of the joint venture. The transaction is subject to approval by the competition authorities. 

The specialty pharmacy Mediservice and shop-apotheke.ch complement each other very well. Mediservice is the leading specialty pharmacy in Switzerland with a focus on the mail-order of prescription drugs (Rx) and the care of chronically ill patients. SHOP APOTHEKE EUROPE is the leading e-pharmacy in Europe and operates a rapidly growing digital health platform in Switzerland with shop-apotheke.ch. With this joint venture, customers of shop-apotheke.ch and Mediservice as well as new customers will benefit from the combined online pharmacy's extensive offerings, which will include health and beauty products as well as prescription medications and healthcare services.

Through the intended transaction, Mediservice will take over the business activities of shop-apotheke.ch. Simultaneously, GALENICA will sell 51% of the shares of Mediservice to SHOP APOTHEKE EUROPE. Net, SHOP APOTHEKE EUROPE pays to GALENICA 1.2 million shares (number is rounded) of SHOP APOTHEKE EUROPE for the overall transaction. In addition, GALENICA will buy 0.4 million (number is rounded) more shares of SHOP APOTHEKE EUROPE with a cash payment. The resulting 8% share ownership after the transaction of GALENICA in SHOP APOTHEKE EUROPE N.V. underlines the partnership. As part of the intended transaction, SHOP APOTHEKE EUROPE will increase its capital by 1.6 million shares.

Strong partners that complement each other perfectly.

In GALENICA, the leading fully integrated healthcare service provider in Switzerland, SHOP APOTHEKE EUROPE has gained a strong partner with a unique network and expertise in the Swiss healthcare market. The joint venture creates synergies, for example in the areas of technology and logistics.

The strategic partnership enables SHOP APOTHEKE EUROPE to become one of the leading online pharmacies in Switzerland in a single move. This allows SHOP APOTHEKE EUROPE to position itself even more strongly in the Swiss market and to grow faster in sales and profit. With the joint venture, SHOP APOTHEKE EUROPE significantly increases its total sales, but also within it the share of prescription drugs.

Significant added value for customers.

The business activities of Mediservice and shop-apotheke.ch are brought together in the joint venture. The result is a more comprehensive range of products and services that guarantee an even better customer experience.

Thanks to the partnership, shop-apotheke.ch customers will in future have direct access to Mediservice's broad range of prescription drugs as well as home care services. In turn, Mediservice customers will continue to benefit from the large assortment of products and services, complemented by the versatile offers and services of shop-apotheke.ch.

Prescription medicines will continue to be shipped from the Mediservice location in Zuchwil (Switzerland, Canton Solothurn). The non-pharma range of the joint venture will be distributed by SHOP APOTHEKE EUROPE from the distribution centre of the company’s headquarters in Sevenum (Netherlands).

Projected implementation of the joint venture and capital increase.

The transaction comprising the establishment of the joint venture and the capital increase by SHOP APOTHEKE EUROPE will be executed after the approval of the competition authorities, which is expected in the first half of 2023.

As compensation for the sale of 51% of the company Mediservice – net of and after the purchase of the shop-apotheke.ch business by Mediservice – GALENICA will receive 1.2 million shares of SHOP APOTHEKE EUROPE, around 6% of the shares outstanding post-transaction. This represents a value of EUR 86 million at the VWAP (volume weighted average price) of the 20 trading days preceding signing of EUR 72 per share. In addition, GALENICA will acquire 0.4 million more shares through a cash payment of EUR 29 million to SHOP APOTHEKE EUROPE. Following the capital increase, GALENICA will have a shareholding of 8% in SHOP APOTHEKE EUROPE.

According to IFRS 10, SHOP APOTHEKE EUROPE will consolidate Mediservice AG figures in its financial statements as of closing of the transaction.

Update of the financial guidance for 2023.

The guidance provided on 7 March 2023 by the management of SHOP APOTHEKE EUROPE for full year 2023 remains unchanged and was as follows:

Excluding a potential surge of e-Rx in Germany:

• Non-Rx sales growth in the range of 10% to 20% (mid-point 15%).
• Adjusted EBITDA margin in the range of 0.5% to 2.5% (mid-point 1.5%).
• Free cash flow in the range of EUR -20 million to EUR 20 million (mid-point 0).

Following today’s announcement of the intended transaction between GALENICA and SHOP APOTHEKE EUROPE, the 2023 figures of SHOP APOTHEKE EUROPE will, after closing of the transaction, additionally include the figures of the new joint-venture Mediservice AG. Full year 2023 expected net sales of Mediservice’s current business are around CHF 450 million with an EBITDA margin between 2% and 3%. Assuming the transaction closes in May, the incremental sales to be recorded by SHOP APOTHEKE EUROPE are an estimated EUR 270 ­– 300 million in 2023. All sales are prescription medication (Rx) sales. The adjusted EBITDA of SHOP APOTHEKE EUROPE would also benefit in 2023, by an estimated EUR 5 –10 million.

The guidance for 2023 will be reconfirmed or updated for the mentioned impact once the transaction has been closed.

Management of the joint venture.

The joint venture will operate under the name Mediservice AG with its registered office in Zuchwil (Switzerland, Canton Solothurn). The current CEO of Mediservice AG, André Lüscher, will become the CEO of the joint venture company. The new Chairman of the Board of Directors will be Stephan Weber, CCO and co-founder of SHOP APOTHEKE EUROPE.

ABOUT SHOP APOTHEKE EUROPE.

SHOP APOTHEKE EUROPE is one of Europe’s leading and fastest-growing online pharmacies, currently operating in Germany, Austria, France, Belgium, Italy, the Netherlands and Switzerland.

Headquartered in the Dutch logistics hub of Sevenum near Venlo with locations in Cologne, Berlin, Munich, Tongeren, Warsaw, Milan, Lille and Eindhoven, SHOP APOTHEKE EUROPE offers its customers a broad range of more than 100,000 original products at attractive prices: OTC, beauty and personal care products as well as prescription drugs, supplemented by high quality natural food and health products, low carb products and sports nutrition. Currently, over 9 million active customers trust SHOP APOTHEKE EUROPE.

Since safe and reliable pharmaceutical advice are top priorities at SHOP APOTHEKE EUROPE, the e-pharmacy provides comprehensive pharmaceutical consulting services. In preparation for the full introduction of the electronic prescriptions in Germany, the company is continuously expanding in the area of digital health services.

SHOP APOTHEKE EUROPE N.V. has been listed on the regulated market of the Frankfurt Stock Exchange (Prime Standard) since 2016 and is part of the SDAX stock index.

ABOUT GALENICA.

Galenica is the leading fully integrated healthcare provider in Switzerland. With over 500 own, joint venture and independent partner pharmacies, Galenica operates the largest network of pharmacies in Switzerland. In addition, Galenica develops and offers well-known own consumer brands and products and exclusive brands and products from business partners, as well as offering a variety of on-site health services and tests for customers. Galenica is also the leading provider of both pre-wholesale and wholesale distribution services and database services in the Swiss healthcare market.

Galenica is listed on the Swiss Stock Exchange (SIX Swiss Exchange, GALE, security number 36,067,446).

Additional information concerning Galenica can be found at www.galenica.com.

Next dates.

26 April 2023:   Annual General Meeting of SHOP APOTHEKE EUROPE,

2 May 2023:    Q1 2023 Earnings Release of SHOP APOTHEKE EUROPE,

1 August 2023:  Q2 2023 Earnings Release of SHOP APOTHEKE EUROPE,

31 October 2023:  Q3 2023 Earnings Release of SHOP APOTHEKE EUROPE.

CONTACTS SHOP APOTHEKE EUROPE.

Media Relations:      

Sven Schirmer, Director, Corporate Communications

Tel.: +49 152 285 063 61

E-Mail: presse@shop-apotheke.com

Investor Relations:

Monica Ambrosi, Associate Director, Investor Relations     

Tel. +31 77 85 064 61

E-Mail: Investor.Relations@shop-apotheke.com

CONTACTS GALENICA.

Media Relations:      

Christina Hertig, Head of Corporate Communications  

Tel. +41 58 852 85 17      

E-Mail: media@galenica.com    

Investor Relations:

Felix Burkhard, CFO

Tel. +41 58 852 85 31

E-Mail: investors@galenica.com