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Zur Rose Group AG

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Pressemitteilung vom 22.06.2017

Zur Rose Group AG launches IPO on SIX Swiss Exchange and sets price range
  • Zur Rose Group AG sets the price range for its IPO at CHF 120 – CHF 140 per offered share
  • Primary proceeds of approximately CHF 200 million (approximately CHF 230 million if the Greenshoe option is fully exercised) mainly to accelerate growth initiatives
  • Listing and start of trading on SIX Swiss Exchange expected on or around 6 July 2017
  • Start of offer period and publication of Offering Memorandum today

Today, Zur Rose Group AG (“Group”) launches its initial public offering (“IPO”) with the publication of the Offering Memorandum and the start of the book-building process. In connection with the planned listing on SIX Swiss Exchange (“SIX”), the Group aims to raise approximately CHF 200 million (approximately CHF 230 million if the Greenshoe option is fully exercised) by way of a capital increase. The Group intends to use the funds raised mainly to accelerate its growth strategy and to strengthen and further expand its position as the leading “pure play” European e-commerce pharmacy. The price range for the offered shares has been set at CHF 120 – CHF 140 per offered share, implying a total market capitalisation of approximately CHF 780 – 870 million, assuming the Greenshoe option is fully exercised. The first day of trading on SIX is expected to be on or around 6 July 2017.

Primary proceeds of approximately CHF 200 million to accelerate the Group’s growth – The offering will consist of up to 1,670,000 newly-issued shares and 136,052 existing shares acquired by the Group from members of its Board of Directors and management (the “Selling Shareholders”) (“Base Offering”). The Group has granted the syndicate banks an over-allotment option (“Greenshoe”), comprising of up to 270,908 primary shares being equivalent to 15 per cent of the Base Offering, which can be exercised in part or in full within 30 calendar days after the first day of trading on SIX. If the Greenshoe is fully exercised, the Group will receive total gross proceeds of approximately CHF 230 million. The final offer price will be determined on the basis of the book-building process launched today.

The funds raised from the IPO will be used to expand the Group’s market leadership in Germany, to grow the Group’s business through acquisitions in Germany and other selected European markets, to develop and invest in integrated, data-based digital solutions and monetise on the ”big data” potential provided by the Group’s business, to redeem or repurchase the CHF 50 million corporate bonds maturing in December 2017, and for other general corporate purposes.

In connection with the offering, existing physician customers of the Group will be provided with the opportunity to benefit from a preferential allocation of up to 5 per cent of the Base Offering.

The shares to be acquired by the Group from the Selling Shareholders and sold as part of the Base Offering represent approximately 3 per cent of the current share capital of Zur Rose Group AG. The net proceeds from such sale will be used by the Selling Shareholders to fund tax liabilities in connection with their respective shareholdings, inter alia.

Assuming that all shares from the Base Offering will be sold and the Greenshoe will be fully exercised, the free float will reach up to approximately 74.6 per cent of the then issued share capital, with KWE Beteiligungen AG holding approximately 13.9 per cent, Matterhorn Pharma Holding approximately 4.1 per cent and members of the Board of Directors and management approximately 6.9 per cent, respectively (remainder being treasury shares).

A lock-up period of twelve months applies to members of the Board of Directors, Group management and other management members except for shares sold in connection with the offering. The lock-up period for Zur Rose Group AG and KWE Beteiligungen AG is six months.

In light of the growth potential and expansion opportunities that the Group wants to exploit, no dividend payments are envisaged in the near term.

Further information in relation to the IPO – The offering consists of a public offering in Switzerland and private placements outside Switzerland, including private placements to qualified institutional investors in the U.S. pursuant to Rule 144A of the U.S. Securities Act of 1933, as amended, and on the basis of exemptions provided by the EU Prospectus Directive 2003/71/EC.

The book-building process starts today (22 June 2017) and is expected to end on or around 5 July 2017, at 12.00 noon CEST for retail and private banking orders and 3.00 pm CEST for institutional investors with the final offer price expected to be published on or around 6 July 2017 before start of trading on SIX on the same day and in accordance with the International Reporting Standard of SIX. The capital increase to create the new shares is planned to take place on 5 July 2017.

UBS and Berenberg are acting as joint global coordinators and joint bookrunners for the IPO and Zürcher Kantonalbank has been mandated as co-lead manager. Lilja & Co. is acting as the independent adviser to the Group and Neue Helvetische Bank as Selling Agent.

Detailed information about the IPO will be contained in the Offering Memorandum published by Zur Rose Group, which is available as of today, 22 June 2017.

 

Important information for media

 

Listing

SIX Swiss Exchange (International Reporting Standard)

Ticker symbol

ROSE

Swiss security number

4261528

ISIN

CH0042615283

Price range

CHF 120 – CHF 140 per Offered Share

Offered Shares

Base Offering of up to 1,806,052 shares with a par value of CHF 5.75 each, whereof

–      up to 1,670,000 primary shares offered

–      136,052 secondary shares sold by Zur Rose Group AG for the account of the Selling Shareholders

Greenshoe option of up to 270,908 primary shares to be issued by Zur Rose Group AG

Tentative schedule

Book-building period

From 22 June – 5 July 2017

–      12.00 noon CEST for retail and private banking orders

–      03.00 pm CEST for institutional investors

For orders based on preferential allocation, the offer period is expected to end on 3 July 2017 at 12.00 noon CEST

 

Subject to extension or shortening of the book-building period

Pricing and allocation

5 July 2017

Announcement of final offer price per Offered Share and final number of Offered Shares

6 July 2017 (before market opening)

Listing and first day of trading at SIX

6 July 2017

Book-entry delivery of Offered Shares against payment of the offer price

10 July 2017

Last day for exercising the Greenshoe option

5 August 2017

 

Contact

Lisa Lüthi, Head of Corporate Communications

Email: lisa.luethi@zurrose.com, telephone: +41 52 724 08 14

 

Zur Rose Group

Operating under the “Zur Rose” and “DocMorris” brands, the Swiss-based Zur Rose Group is Europe’s leading pure play online pharmacy and one of Switzerland’s foremost wholesale suppliers to medical practitioners. Through its business model, it helps to ensure safe, reliable and high-quality pharmaceutical care, while also excelling in developing innovative medicines management services to increase the effectiveness of the medication process. This creation of added value, the strong focus on patients and the commitment to supply medication at low cost for the benefit of payors and patients make the Group an important strategic partner for all healthcare stakeholders.

Zur Rose Group is headquartered in Frauenfeld, from where it also serves the Swiss market. In Germany and Austria, the Group operates through subsidiaries in Heerlen (Netherlands) and Halle an der Saale (Germany). Furthermore, it holds a majority interest in BlueCare in Winterthur, the leading provider of networking systems in the Swiss healthcare market. Employing more than 800 people at its various locations, Zur Rose Group generated revenue of CHF 880 million in 2016.

Zur Rose Group AG’s shares (Swiss security no. 4261528, ISIN CH0042615283) are traded on the Berner Kantonalbank’s OTC-X, Zürcher Kantonalbank’s eKMU-X and Lienhardt & Partners Private Bank Zurich Ltd’s trading platforms. The CHF 50 million corporate bond issued in November 2012 for the purpose of financing the DocMorris acquisition is listed on the SIX Swiss Exchange (Swiss security no. 19972936, ISIN CH0199729366, ticker symbol ZRO12). zurrosegroup.com

 

Disclaimer

This document and the information contained herein are not for distribution in or into (directly or indirectly) the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. This document does not constitute an offer of securities for sale in or into the United States, Canada, Australia or Japan.

This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Zur Rose Group AG to which these materials relate have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will not be a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act.

This document is not an issuance or listing prospectus or a similar document in the sense of article 652a, article 752 and/or article1156 of the Swiss Code of Obligations or articles 27 et seq. of the Listing Rules of the SIX Swiss Exchange and was not reviewed by any competent authority. Any offer of securities of Zur Rose Group AG will be made solely by means of, and on the basis of, an offering memorandum that will contain detailed information about the group and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of Zur Rose Group AG must inform itself independently based solely on such offering memorandum (including any supplement thereto).

This document does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union, as amended (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this document to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. In any EEA Member State that has implemented the Prospectus Directive, this document is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This communication may contain statements about the future that use words such as, for example, "believe", "assume", "expect" and other similar expressions. Such statements about the future are subject to risks, uncertainties, and other factors, which can cause the true results of the company to differ significantly from that which is expressly or implicitly assumed in these statements. In view of these uncertainties, the reader should not depend on this type of statement about the future. The company gives no undertaking whatever to update such statements regarding the future, or to adapt them to future events or developments.