DocMorris (formerly Zur Rose Group) announces a tender offer for any-and-all of its CHF 200 million outstanding bonds due 2024

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Australia or Japan.

Frauenfeld, 12 May 2023

Press release
Ad hoc announcement pursuant to Art. 53 LR

DocMorris (formerly Zur Rose Group) announces a tender offer for any-and-all of its CHF 200 million outstanding bonds due 2024

DocMorris AG which was formerly known as Zur Rose Group AG until its firm name change as approved by the Annual General Meeting on 4 May 2023 and registered in the commercial register on 10 May 2023 (the “Company” or “DocMorris”) hereby informs its shareholders and the market of the publication of a tender offer targeting its 2.50% bonds due 21 November 2024 (the “Bonds”) (the “Tender Offer”).

The Tender Offer purchase price is CHF 4,900.00 per each bond (CHF 5,000.00) respectively 98.00% of the par value, plus accrued and unpaid interest of CHF 65.97 per each bond respectively 1.32%. Accrued interest is calculated assuming a settlement date of 1 June 2023 and is subject to withholding tax.

The resultant total consideration payable to bondholders who validly tender their Bonds is CHF 4,965.97 per CHF 5,000, respectively 99.32% of the par value. The Tender Offer commences on 12 May 2023 and the expiration date is 26 May 2023. The settlement date is expected to be 1 June 2023.

The Bonds are listed and traded at SIX Swiss Exchange (ISIN: CH0505011897). 

The Tender Offer is being made as part of the Company’s active management of its balance sheet following the successful closing of the sale of the Swiss business.  In light of this recent transaction and given the limited liquidity in the secondary market, the Company wants to offer bondholders an attractive route to sell the bonds at a level above that which can be achieved in the secondary market.

The Tender Offer will be managed by UBS as Tender Agent and Dealer Manager.

Investors and analyst contact
Dr. Daniel Grigat, Group Head of Investor Relations & Sustainability
Email: ir@zurrose.com, phone: +41 58 810 11 49

Media contact
Lisa Lüthi, Group Director Communications
Email: media@zurrose.com, phone: +41 52 724 08 14

Agenda

DocMorris
The Swiss-based DocMorris AG is a leading company in the fields of online pharmacy, marketplace and professional healthcare with strong brands in Germany and other European countries. As Germany's largest online pharmacy, it operates DocMorris, the best-known health platform. Deliveries are mainly from the highly automated logistics centre in Heerlen, the Netherlands, with a capacity of over 27 million parcels per year. In Spain and France, the company operates the leading marketplace for health and personal care products in Southern Europe. With its business model, DocMorris offers its patients, customers and partners a broad range of products and services. In doing so, DocMorris is pursuing its vision of creating a digital health ecosystem for everyone to manage their health in one click. The company was renamed from Zur Rose Group AG to DocMorris AG in May 2023 after the Swiss business was sold to Migros/Medbase. Excluding the Swiss business, about 2,200 employees in Germany, the Netherlands, Spain, France and Switzerland generated an external revenue of CHF 1,159 million serving around 10 million active customers in 2022. The shares of DocMorris AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker DOCM). For further information, please visit corporate.docmorris.com.

Disclaimer
This announcement regarding the Tender Offer does not constitute an offer or an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from which, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction in relation to the Tender Offer that would permit a public offering of securities in any such jurisdiction.

Switzerland and General
This document and the Tender Offer information memorandum (the "Information Memorandum") neither constitute a prospectus nor a similar notice within the meaning of Article 35 or 69 of the Swiss Federal Act on Financial Services (FinSA) nor a prospectus within the meaning of the listing rules of the SIX Swiss Exchange or under any other applicable laws. The Tender Offer will be made based on the Information Memorandum, which is not a prospectus or a similar notice within the meaning of Article 35 and 69 FinSA. The Information Memorandum will be, if and when published, available free of charge from UBS AG, Investment Bank, Swiss Prospectus Switzerland, P.O. Box, 8098 Zurich, Switzerland, Att: Prospectus Library (phone: +41 (0)44 239 47 03, email: swiss-prospectus@ubs.com).

United States
The Tender Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate commerce of or of any facilities of a national securities exchange of, the United States or to or for the account or benefit of, U.S. persons as defined in Regulation S of the Securities Act (each a "U.S. person"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other forms of electronic communication. The Bonds may not be tendered for purchase pursuant to the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by any persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. persons. Accordingly, copies of the Tender Offer Information Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States or to U.S. persons. Any purported offers to tender Bonds pursuant to the Tender Offer resulting, directly or indirectly, from a violation of these restrictions will be invalid, and any purported tender of Bonds made by a U.S. person, a person located or resident in the United States or from within the United States or from any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. person will not be accepted. Each Bondholder participating in the Tender Offer will represent to the Offeror, the Dealer Managers and Tender Agent that it is not located or resident in the United States and is not a U.S. person and is not giving an order to participate in the Tender Offer from within the United States or on behalf of a U.S. person.

United Kingdom
The communication of the Information Memorandum, the Prospectus and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, are not directed at and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or falling within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated (together "relevant persons"). The investment activity to which this document relates will only be engaged in with relevant persons and persons who are not relevant persons should not rely on it.

European Economic Area and United Kingdom
In any Member State of the European Economic Area (the "EEA") or in the United Kingdom (each, a "Relevant State"), the Tender Offer is only addressed to, and is only directed at, qualified investors in that Relevant State within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Each person in a Relevant State who receives any communication in respect of the Tender Offer contemplated in the Information Memorandum or the Prospectus will be deemed to have represented, warranted and agreed to and with the Dealer Manager and Tender Agent, and to the Lead Manager and Co-Lead Manager, as applicable, and the Company that it is a qualified investor within the meaning of the Prospectus Regulation or the UK Prospectus Directive, as applicable.