Zur Rose Group takes over e-commerce activities of medpex, Germany's third-largest online pharmacy
Zur Rose Group is acquiring the e-commerce activities of medpex, further driving consolidation in Germany, Europe's largest online pharmacy market. medpex achieved sales with its e-commerce activities of EUR 139 million1 in 2017 (2016: EUR 112 million). The acquisition will further strengthen Zur Rose Group’s leading position in the e-commerce pharmacy business and increase its active customer base in Germany to over 5 million2.
Over the past three years, medpex has become the third-largest online pharmacy in Germany, with significant organic top-line growth at sustained profitability. Fast-growing medpex will be highly complementary to Zur Rose Group’s DocMorris subsidiary in the German market. DocMorris, market leader in the prescription (Rx) and over-the-counter (OTC) medicines segment, is a pioneer in digital services in the healthcare sector. medpex focuses on over-the-counter medicines and “pharmacy exclusive” cosmetics. The company is oriented towards a young customer group with high purchasing power and has a high level of competence in digital marketing and the development of agile platforms. Zur Rose Group will therefore be well positioned to capitalize on the opportunities offered by increasing digitalization.
Walter Oberhänsli, CEO of the Zur Rose Group, is delighted with the acquisition and expansion of the team: "Within a single year we will have increased our market share in the core German market, including medpex, from 18 percent to 31 percent. We look forward to working with medpex' management team and employees as part of our group".
Ulrich Spindler, representing the medpex shareholders, said: "With the Zur Rose Group we have a new, strong partner at our side with whom we want to continue our successful journey. The international presence we are obtaining will give us faster access to the European market. We will also benefit from additional economies of scale, for example in purchasing, and broader expertise in European regulatory affairs. By joining forces, we are actively contributing to the consolidation of the European e-pharmacy market."
Significant economies of scale – Zur Rose Group expects the complementary strengths of DocMorris and medpex to have a positive impact on the growth and profitability of the business in Germany. This will be enhanced by the portfolio composition, consisting of prescription and over-the-counter drugs and selected health and cosmetic products. medpex' online marketing expertise perfectly complements DocMorris' brand-oriented approach. In addition, economies of scale are expected in areas such as purchasing and IT. As a result of the transaction, the founders of medpex will become shareholders of Zur Rose Group and will retain their executive roles within the company, thus ensuring management continuity as a basis for future growth also at medpex. The transaction will be financed by a capital increase and is subject to approval by the relevant competition authorities. The closing is expected in the first quarter of 2019.
Capital increase – The purchase price of medpex is split into three components: an initial cash consideration; a smaller part payable in newly-issued Zur Rose Group AG shares; and two subsequent earn-out components in 2019 and 2020. The initial purchase price (cash and shares) corresponds to a multiple of approx. 0.7x expected 2018 sales of the medpex mail order business of approx. EUR 170 million. Depending on the achievement of agreed growth and profitability targets (earn-out components), the total purchase price is expected to correspond to a multiple of approximately 1.0x expected 2018 sales. The Group intends to finance the purchase consideration for medpex as well as further, organic growth initiatives through an ordinary capital increase of approx. CHF 200 million. To create the necessary share capital for the capital increase, Zur Rose Group AG will invite shareholders to an Extraordinary General Meeting in the coming weeks. The Board of Directors will propose to shareholders an increase in the share capital through the issuance of new shares. Existing shareholders will be granted subscription rights. Zur Rose Group expects to execute the rights issue still this year. The share portion of the purchase price payment to the sellers of medpex will be settled with Zur Rose Group AG shares to be issued from its existing authorized capital.
Morgan Stanley and UBS are acting as Joint Global Coordinators and Joint Bookrunners on the rights offering, which is fully underwritten by the two banks. Ferber & Co. advised Zur Rose Group on the acquisition of medpex’ e-commerce activities.
Continuous strong growth of Zur Rose Group in the first nine months of 2018 – In the first nine months of 2018, Zur Rose Group significantly increased sales by 25 percent to CHF 889.2 million compared to the previous year, according to preliminary figures. In the segment Switzerland, sales increased by 7 percent, with positive developments in both the doctors' and retail businesses (6% and 9%, respectively). This dynamic growth trend also continued in the German segment, with an increase in sales of 35% in local currency (43% in CHF). The online over-the-counter (OTC) business grew significantly by 73% in local currency, while the growth in prescription medicines (Rx) was 7%. Management continues to expect sales growth of over 20% in local currency for 2018 and break-even on EBITDA level, adjusted for exceptional charges and Promofarma.
1) consolidated per 5 May 2017
2) consolidated per 14 September 2018
At 10 a.m. CET today there will be a telephone conference in English for investors, analysts and the media.
Dial-in numbers: CH: +41445806522 | DE: +4969201744210 | UK: +442030092470 | USA: +18774230830
The associated presentation (without audio) is available at: https://webcasts.eqs.com/zurrose20181018/no-audio
Alternatively, the presentation can be followed via live audio webcast using the following link: https://webcasts.eqs.com/zurrose20181018
Investors and analyst contact
Marcel Ziwica, Chief Financial Officer
Email: [email protected], phone: +41 79 209 27 01
Pascale Ineichen, spokesperson
Email: [email protected], phone: +41 52 724 08 18
medpex contact for media
23 January 2019 Sales 2018
21 March 2019 Annual results 2018
23 May 2019 Annual General Meeting
Medpex was founded in 2005 and marks the third largest online pharmacy in Germany, with 1.5 million active customers. The company is focused on over-the-counter medicines and selected beauty and personal care (BPC) products and predominantly targets a younger customer group. medpex is characterized by its unique know-how in digital marketing and its agile platform development. medpex employs a total of approx. 300 people and generated turnover of EUR 139 million in the year 2017. The Ludwigshafen-based business includes Comventure GmbH (software and IT), Visionrunner GmbH (marketing), medpex wholesale GmbH (wholesale and logistics) and e-commerce pharmacy esando B.V., based in the Netherlands.
Zur Rose Group
The Swiss Zur Rose Group is Europe's largest online pharmacy and one of the leading medical wholesalers in Switzerland. With its business model, it offers high-quality, safe and cost-effective pharmaceutical care and thus contributes to reducing healthcare costs. It is also characterized by the continuous further development of digital services in the field of drug management in order to increase therapy safety. The creation of added value and a pronounced patient orientation make the Group an important strategic partner for service providers, cost units and industry.
Zur Rose Group is internationally present with strong brands, including Germany's best-known pharmacy brand DocMorris. The company employs over 1,000 people at various locations and generated a turnover of CHF 983 million in the 2017 financial year. The shares of Zur Rose Group AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker ROSE). The CHF 115 million corporate bond issued in July 2018 is also listed on the SIX Swiss Exchange (securities number 42146044, ISIN CH0421460442, ticker ZRO18). Further information at zurrosegroup.com
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.
1 2017 revenues (based on German Commercial Code „HGB“) of Stifts-Apotheke e.K. Inhaberin Christiane Bülow-Bichler – medpex pharmacy –, Ludwigshafen am Rhein
2 Customers which Zur Rose Group supplies directly and via its partners, including the mail-order business of medpex and apo-rot, the takeovers of which have not yet been completed