NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR PUBLICATION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR IN ANY JURISDICTION IN WHICH OFFERING OR SELLING THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

SHOP APOTHEKE EUROPE N.V. takes over specialist for functional nutrition products
nu3 GmbH, Berlin.
 

• Acquisition of a leading online company for superfoods and functional nutrition with a European presence.
• Complementary products and target groups enhance the positioning and economic value of SHOP APOTHEKE EUROPE.
• Financing by issuance of new shares and a cash payment.

Venlo, July 12, 2018. SHOP APOTHEKE EUROPE N.V. (the "Company" or "SHOP APOTHEKE EUROPE") has signed a contract today to purchase all shares in nu3 GmbH, Berlin. The company is acquired by a related party of SHOP APOTHEKE EUROPE by means of an issue of a total of 54,470 new shares of SHOP APOTHEKE EUROPE in bearer form and an additional cash payment. The issuance of new shares and the exclusion of the pre-emptive rights in relation thereto has been approved by the supervisory board of the Company.
 

In addition to revenue increases for both companies in their core market Germany as well as in other European target markets such as France, SHOP APOTHEKE EUROPE expects faster and profitable growth in the coming years by leveraging synergies.

Subject to the successful completion of the transaction, the management board of the Company intends to further specify the Group's growth forecast for the 2018 financial year with the publication of the half-year financial report on August 14, 2018 in accordance with the progress of the integration.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of SHOP APOTHEKE EUROPE.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this announcement should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which offers or sales of the securities referred to herein would be prohibited by applicable laws.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States or under the applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The securities referred to herein are being offered and sold only outside the United States in "offshore transactions" as defined in and in accordance with Regulation S under the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada or Japan.

The offer referred to herein when made in member states of the European Economic Area (the "EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), is only addressed to and directed at persons who are "qualified investors" (as defined in the Prospectus Directive (the "Qualified Investors")). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

This announcement contains forward-looking statements that are subject to certain risks and uncertainties. The future financial results can significantly differ from the currently anticipated results as a result of various risks and uncertainties, including changes in the business, financial and competitive landscape, uncertainties related to legal disputes or investigations and the availability of funds. SHOP APOTHEKE EUROPE assumes no obligation to update the forward-looking statements included in this announcement.