SHOP APOTHEKE EUROPE N.V. and GALENICA AG enter into strategic partnership and establish a joint venture for the Swiss business; execution of capital increase.

Sevenum, 30 March 2023. SHOP APOTHEKE EUROPE N.V. ("SHOP APOTHEKE EUROPE") and the internationally active Swiss integrated healthcare service provider GALENICA AG, operating in the segments Products & Care and Logistics & IT  ("GALENICA") are joining the business activities of shop-apotheke.ch and the specialty pharmacy MediService AG in a joint company ("Joint Venture Company") as part of a strategic partnership.

As part of the transaction, MediService AG, a subsidiary of GALENICA, which will act as a joint venture company in the future, will initially acquire the Swiss business of SHOP APOTHEKE EUROPE.

SHOP APOTHEKE EUROPE acquires 51% of the shares in the Joint Venture Company from GALENICA. In the amount of the purchase price GALENICA will grant a loan to SHOP APOTHEKE EUROPE, which will be offset against the purchase price for the acquisition of the Swiss business of SHOP APOTHEKE EUROPE.

In implementation of the transaction, SHOP APOTHEKE EUROPE will carry out a capital increase. For the conversion of the loan granted in the course of the transaction, approximately 1.2 million new shares will be issued to GALENICA. In addition, GALENICA will make a cash contribution to SHOP APOTHEKE EUROPE in the amount of approximately EUR 29 million, for which it will be issued approximately 0.4 million new shares by SHOP APOTHEKE EUROPE. The approx. 1.6 million new shares will be issued to GALENICA at a price of EUR 72.00. After the implementation of the capital increase, GALENICA will hold a stake of approximately 8% in SHOP APOTHEKE EUROPE.

The establishment of the joint venture and the implementation of the capital increase will be completed after the approval of the competition authorities, which is expected in the first half of 2023. In accordance with IFRS 10 on the accounting of consolidated financial statements, SHOP APOTHEKE EUROPE will consolidate the numbers following closing.

+++END OF AD HOC ANNOUNCEMENT+++