SHOP APOTHEKE EUROPE N.V., NL0012044747

SHOP APOTHEKE EUROPE N.V., NL0012044747

25.09.2017 - 07:53:45

SHOP APOTHEKE EUROPE to strengthen European market leadership through the acquisition of mail-order pharmacy Europa Apotheek.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.  

SHOP APOTHEKE EUROPE to strengthen European market leadership through the acquisition of mail-order pharmacy Europa Apotheek.

Strengthening market leadership by creating Continental Europe's largest and fastest growing fully integrated online pharmacy. Unique opportunity to broaden customer base and to expand in the attractive market of prescription medication ("Rx"). Anticipated smooth integration and synergy potential. Acquisition by way of an all share transaction. Increased sales-guidance in the event of successful transaction.

Venlo, Cologne, 25 September 2017. SHOP APOTHEKE EUROPE N.V. ("Shop Apotheke") takes over the mail-order pharmacy "Europa Apotheek" by acquiring its parent EHS Europe Health Services B.V. ("EHS"). Binding agreements have been signed agreeing that Shop Apotheke will acquire all shares of EHS by way of contribution in kind of such shares against issuance of new ordinary shares in Shop Apotheke. Europa Apotheek is a leading mail-order pharmacy in Continental Europe. The group employs approximately 130 FTE and generated revenues of approximately EUR 144m in 2016 and of approximately EUR 81m in H1 2017.

Michael Köhler, CEO of Shop Apotheke, comments: "The acquisition of Europa Apotheek is a unique opportunity for us to strengthen our European market leadership position with an extended product range for the whole family, and to benefit from additional growth potential in the Rx market. We are already present in seven European countries and with Europa Apotheek's strong market position in the European Rx mail-order market, together we will create best conditions for further dynamic growth."

The business models of both companies perfectly complement each other with regard to customer base and product offering

Europa Apotheek generates the majority of its revenues from Rx-related products whereas Shop Apotheke is focused on OTC and pharmacy related BPC products. Furthermore, there is considerable complementarity in the customer base of the two companies: 51% of EHS' active customers are 65 years old or older, while 71% of Shop Apotheke's customers are 65 years old or younger. The acquisition would therefore be expected to significantly extend Shop Apotheke's coverage across the different product offerings and age groups, turning it into an online pharmacy for the entire family, both for OTC and Rx.

Shop Apotheke will create continental Europe's largest and fastest growing online pharmacy

The transaction will significantly increase Shop Apotheke's Total Addressable Market in Europe, expanding it by nearly 4x from the EUR 35bn (OTC and pharmacy related BPC) to EUR 164bn, including Rx, across the geographical area which Shop Apotheke is currently addressing. Following the acquisition of Europa Apotheek, Shop Apotheke will have the expertise and skills to drive the growth of the online RX retail market. The Company has pioneered the OTC and BPC online pharmaceutical retail markets in Germany and Continental Europe, and has over the years developed a unique market leading expertise in pharmaceutical online B2C retail. Shop Apotheke is in the position to apply this expertise to the Rx online retail opportunity. Thus, the resulting combination aims to create what Shop Apotheke expects to be Continental Europe's largest and fastest growing fully integrated online pharmacy. Pro-forma sales would be expected to correspond to circa EUR 318m for 2016, offering customers a comprehensive product portfolio including OTC, Rx and pharmacy related BPC.

Smooth integration process and meaningful synergy potential

The business of Shop Apotheke has been carved out from EHS prior to Shop Apotheke's initial public offering. Given the joint heritage with a partial overlap in ownership structure and the close operational cooperation between both companies in Venlo, the Netherlands, the integration process is expected to be very smooth. In addition, while the transaction rationale is focused on strengthening its European market leadership and capturing the Rx ecommerce opportunity as opposed to purely creating synergies, Shop Apotheke also expects to benefit from meaningful cost synergies.

Terms of the transaction

Shop Apotheke will acquire all shares of Europa Apotheek in an all share transaction by way of contribution in kind of such shares against issuance of new ordinary shares in Shop Apotheke. Shareholders of Europa Apotheek will receive 2.724 (rounded) new Shop Apotheke shares for each Europa Apotheek share, valuing Europa Apotheek at approximately EUR 126m based on Shop Apotheke's 3-month volume weighted average price (VWAP) of EUR 42.85 as of September 22, 2017. Shop Apotheke's managing board and supervisory board on the one hand, and the supervisory board on the other hand, each received a fairness opinion from two internationally renowned investment banks to the effect that as of the date of the opinion the exchange ratio was fair, from a financial point of view, to Shop Apotheke.

Moreover, all newly issued shares of Shop Apotheke in connection with the transaction will be subject to a lock-up period of 180 days and will be admitted to trading within 12 months on the basis of a securities prospectus to be published. Completion of the transaction is subject to customary conditions precedent, in particular, the approval of the transaction by the general meeting of shareholders of Shop Apotheke. An extraordinary general meeting of Shop Apotheke will be held for the purpose of, among other things, facilitating a shareholder decision on the proposed acquisition of Europa Apotheek.

Subject to the successful completion of the acquisition and taking into account the consolidation of Europa Apotheek from November 2017, the managing board would increase the forecast for the group's sales growth from currently +45% to +55% to +55% to +65%. The forecast for the consolidated EBITDA margin before one-off transactions costs is -2.0% to -3.0%.

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This publication is an advertisement.

This communication constitutes neither an offer to sell nor a solicitation to buy securities of Shop Apotheke Europe N.V. in any jurisdiction This is not a securities prospectus. Any public offering will be made solely by means of, and on the basis of, a securities prospectus, which will include detailed information about Shop Apotheke Europe N.V. An investment decision regarding the securities of Shop Apotheke Europe N.V. should only be made on the basis of the securities prospectus. Any securities prospectus will be published promptly upon approval by the Autoriteit Financiële Markten (AFM) and posted on http://shop-apotheke-europe.com/de/investorrelations/.

This communication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States, Canada, Australia, Japan or in any other jurisdiction in which such offer may be restricted. The securities referred to in this communication have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except on the basis of an applicable exemption from registration or in a transaction not subject to registration under the Securities Act. There will be no public offering of securities in the United States or anywhere else.

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Statements contained herein may constitute "forward-looking statements." Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate," "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Group's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Group does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.

MEDIA CONTACTS.

Trade and public media: Sven Schirmer Mobil: +49 152 28 50 63 61 E-Mail: presse@shop-apotheke.com

Financial media: Thomas Schnorrenberg Mobil: +49 151 46 53 13 17 E-Mail: presse@shop-apotheke.com

Investor Relations: Dr. Ulrich Wandel Telefphone: +31 77 850 6117 E-Mail: ulrich.wandel@shop-apotheke.com

25.09.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language: English Company: SHOP APOTHEKE EUROPE N.V. Dirk Hartogweg 14 5928 LV Venlo

Netherlands Phone: 0800 - 200 800 300 Fax: 0800 - 90 70 90 20 E-mail: ulrich.wandel@shop-apotheke.com Internet: www.shop-apotheke-europe.com ISIN: NL0012044747 WKN: A2AR94 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange   End of News DGAP News Service

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