Galenica AG (SWX:GALE)
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Partnership

Mar 30, 2023

Operator

Dear ladies and gentlemen, this is your webcast operator. Welcome to the live webcast on the partnership between Galenica and Shop Apotheke Europe. After the presentation, there will be an opportunity to ask questions. As a reminder, to ask questions, you will have to dial in via the conference calling. Please find the dial-in details in the press release or on the Galenica website, as well as the Shop Apotheke Europe website. Anyone in the call who wishes to ask a question may dial star 14. Your presenters today are Stefan Feltens, CEO of Shop Apotheke Europe; Marc Werner, CEO of Galenica; André Lüscher, CEO of Mediservice; Felix Burkhard, CFO of Galenica, and Jasper Eenhorst, CFO of Shop Apotheke Europe. I hand over to Stefan Feltens.

Stefan Feltens
CEO, Shop Apotheke Europe

Well, thank you and a warm welcome to everybody joining us here in the room in Zurich, and of course, those of you who are following us remotely. Today, we have the great pleasure to inform you about a truly strategic partnership between Galenica and Shop Apotheke Europe to create a truly unique partnership through a joint venture by forming the leading online pharmacy in Germany. The agenda will be as follows, Marc and I were going to start with short introductions of the two parent companies, because we assume that not everybody is familiar with Shop Apotheke Europe, and not everybody is familiar with Galenica. André is going to share with you what Mediservice, which is at the core of this joint venture that we're going to talk about, is all about.

The presentation will be concluded by Felix and by Jasper to share some more details about the transaction that we are proposing, and of course, also to talk about the outlook for each parent company for the current year. By the way, everything that we're going to share with you is of course, still subject to clearance by the relevant antitrust authorities. Well, why are we here today and why are we talking to you from Zurich? Galenica and Shop Apotheke Europe will set up a joint venture to create an online pharmacy in Switzerland, which will exclusively focus on B2C, meaning exclusively focus on the end consumer.

The joint venture will be a real B2C powerhouse with sales of around half a billion CHF, and the conversion to EUR is pretty easy right now, also half a billion EUR. How are we going to do this? What is this joint venture actually going to entail? Galenica and Shop Apotheke are going to combine the activities of Mediservice and Shop Apotheke's current business with customers in Switzerland in a single company, the joint venture. Again, more about Mediservice from André in a few minutes. Mediservice is the leading specialty pharmacy in Switzerland, leading by a wide margin, mailing prescription medications and providing additional crucial services to patients across Switzerland with an emphasis on chronic, serious and complex disease states. Shop Apotheke started its business in Switzerland under the domain shopapotheke.ch in 2018.

Over the last couple of years, we have multiplied our business in Switzerland. Of course, our aim was and is to be the leading pharmacy platform in Switzerland. Bring together Mediservice and Shop Apotheke complements each partner's strengths very, very well, and this will result in a more comprehensive range of products and a more comprehensive range of services that the combined entity will be able to provide to its customers right here in Switzerland. In other words, the combined entity will be in a position to provide, to offer a much more compelling value proposition to its customer. Well, to be a little bit more specific, what does it actually mean that the two partners complement each other's very well?

We're now already at the core of the deal, of the rationale for this transaction. Mediservice is going to benefit from Shop Apotheke's proficiency in e-commerce and its expertise in digitizing parts of the customer value proposition. Shop Apotheke is going to benefit from accessing the wide range of Swiss products through Galenica. On top of this, we are convinced that the combined entity, the joint venture, will succeed in convincing a part of Shop Apotheke's sizable current customer base here in Switzerland to try and to benefit from Mediservice's offerings as well. Again, Mediservice benefiting from the e-commerce expertise of Shop Apotheke, Shop Apotheke benefiting from the product assortment that is available through Galenica.

On top of this, we intend to convert some customers, a part of Shop Apotheke's customer base, to become customers of Mediservice. How is this deal actually going to be executed? I'm not going to walk you through the details of this right now because Felix is going to do this in a few minutes. With this, I'll hand over to Marc to share an overview of Galenica.

Marc Werner
CEO, Galenica

Thank you, Stefan. Good afternoon, ladies and gentlemen, also from my side. I would also like to welcome you to this today's conference here in the room and, of course, all the people that are joining us online. I'm very proud and grateful to be here today together with our partner from Shop Apotheke Europe. Why is that? Because we have reached a milestone in our omni-channel strategy. Because we are further improving the customer experience, and we'll meet different needs of customers and patients even better in the future. Third, because we create added value, sustainable added value for both the Swiss healthcare market and for our companies. In other words, for our customers and partners, as well as for our employees and for our shareholders.

Before I talk about the new joint venture, I would like to briefly introduce the Galenica Group, especially for those who don't know us very well yet. The Galenica Group stands for a network that unites the strongest partner in the Swiss healthcare market. Our network unites 21 companies and around 370 pharmacies in Switzerland. Together, we offer solutions both for B2C customers, meaning consumers and patients, and for B2B customers, meaning for the wide range of healthcare professionals. Galenica is a Swiss company founded in 1927 by pharmacists for pharmacists. Today, we still generate almost 100% of our value in Switzerland. In the Galenica network, we are over 7,600 employees from around 80 different nations.

In 2022, we exceeded the CHF 4 billion sales mark for the first time and generated an EBIT of over CHF 200 million. The fact that we are developing successfully on a sustainable basis is also reflected in our share price. It has risen by more than 75% since our IPO in 2017. The pharmacies are the heart of our organization. We are privileged to operate around 370 of our own pharmacies, our own formats, Amavita and Sun Store, as well as the joint venture with Coop Vitality, which we have been running successfully for over 20 years together with Coop, the largest retailer in Switzerland. We are very experienced joint venture partners. Together with independent partners, our network comprises over 500 pharmacies, making it the strongest in Switzerland.

The classic range of online and local pharmacies is complemented by a strongly growing part of health, advisory, and care services, both for customer in the pharmacy and for patients at home. Especially in the home care business, which is an attractive and fast-growing market in Switzerland, we are excellently positioned with Mediservice. With offers of personal care, physical or digital, and with the delivery of prescription drugs to patients' home, here we are fulfilling a major need of an increasing number of patients. Furthermore, we are a strong partner for professionals such as independent pharmacies, doctors, hospitals, nursing homes, the pharmaceutical industry, and also health insurers. We are networked with all the players in the Swiss healthcare market, and we are actively help them to network with each other, especially through our digital solutions.

Our logistics services for professionals, our own non-pharma and OTC product and distribution partnerships for anyone who wants to sell products through pharmacies. All this together makes Galenica the leading fully integrated healthcare provider in Switzerland. This is our strategy explained on one single slide. The Galenica story is the common basis for all our businesses. Driven by our mission and values, we want to fulfill our customer promise better and better every day. To implement our strategy, we have defined five strategic programs. They help us to realize our activities and focus the way and with the right priorities. The new joint venture with Shop Apotheke Europe in particular, will significantly boost our omni-channel strategy and will certainly also contribute to the further development of our care program. The joint venture with Shop Apotheke Europe is a milestone in our omni-channel strategy.

Omni-channel strategy means, on the one hand, that we are expanding our existing webshops and that we are continuously and more and more fluidly interconnecting our local pharmacies with the online business. Now we are also making a quantum leap in the pure online business. In terms of digital platforms, the product range, and by merging the offerings of shop-apotheke.ch and Mediservice. All this adds up to the most important thing of all, an even better, more attractive customer experience. From Galenica, we bring in Mediservice, the leading specialty pharmacy in Switzerland, with a focus on the mail order of prescription drugs and home care for chronically ill patients. Now we are combining the business with shop-apotheke.ch, a pure online pharmacy that is growing strongly in Switzerland.

Our strategy partnership is based on two complementary and strong companies that are leaders in their respective field, and the fact that Mediservice and shop-apotheke.ch complement each other perfectly. Together, we will become the leading pure online pharmacy in Switzerland in one go, and this will benefit first and foremost the customers. In the new online pharmacy, they will find a combined and thus even more attractive range with health and beauty products and prescription medicines, as well as health services. This will benefit our companies, our employees, and our shareholders as well. We are convinced that in the medium term, together with Shop Apotheke Europe, we will be better positioned in the pure online business than as a purely Swiss provider.

We are also convinced that with the partnership in the pure online business, we will grow faster and stronger together than if we tackle this as Galenica alone. I would like to make a final comment on our minority stake in Shop Apotheke Europe. It is an important part of our strategic partnership. It strengthens our common strategic direction, and it underpins our shared mission. We are convinced that our joint venture will significantly strengthen the development potential of both Galenica and Shop Apotheke Europe. An increase in value from which Galenica and its shareholders can also benefit. With the investment in Shop Apotheke Europe, Galenica and our shareholders will also be able to benefit from the international growth potential that Shop Apotheke Europe offers. I said it at the beginning, I'm proud and grateful to be here today.

We have reached a milestone in our omni-channel strategy. We are improving the customer experience, and we are creating sustainable added value. With that summary, I gladly get back to you, Stefan.

Stefan Feltens
CEO, Shop Apotheke Europe

Thank you, Marc. After the overview of Galenica, a couple of words about Shop Apotheke. What is Shop Apotheke today? We are a leading, we dare to say we are the leading online pharmacy in Europe. We are currently active in seven markets or seven countries in Europe, we have market leadership positions in Germany, which is of course the largest pharmacy market in Germany and also the largest market for Shop Apotheke. We have a leadership position in Belgium, we have a leadership position in Austria. Needless to say, our ambition is to have a leadership position in every single market in which we operate today. Marc, a minute ago, was referring to the quantum leap that Galenica is taking. We are taking a quantum leap as well.

Honestly, I say this out of the bottom of my heart, we couldn't have found a better partner to do this together in Switzerland. Just a couple of words about the three countries where we have the leadership position already. In Germany, shop-apotheke.com is by a significant margin, the largest pharmacy brand in Germany. In the H2 of 2022, shop-apotheke.com was not just the most frequently visited pharmacy website. That probably wouldn't be a surprise, but shop-apotheke.com was the most frequently visited healthcare-related website in all of Germany. In Belgium, a market with a population of around 12 million people, we have come from a couple of years ago, we were a distant number two in the pharmacy space, and we are now the undisputed market leader with a significant and a growing margin.

In Austria, Shop Apotheke is also the clear market leader with an even wider margin than in Belgium. Well, Shop Apotheke in a nutshell. We are a full-fledged pharmacy in the markets in which we operate. We cover prescription pharmaceuticals in the markets where the mail order of prescription pharmaceuticals is permitted. We cover OTC medications, and we cover other pharmacy-related products. I already talked about the seven countries in which we operate today, and we are approaching an active customer base of around 10 million. It's just a question of time when in 2023 we're actually going to surpass the 10 million active customer mark. Just for those of you that are not familiar with the term active customer, an active customer is a customer that over the preceding 12 months has placed at least one order with Shop Apotheke.

We're also very, very proud of our NPS, our net promoter score, which has been above 70 for quite some time now. The NPS is one of the most important KPIs of Shop Apotheke. It's closely monitored, it's closely managed, and it's a reflection of our emphasis on the customer and customer centricity. All this is made possible by a team of over 2,000 individuals spread across nine locations in Europe. Our biggest location, and that's also where our pharmacy is located, where the vast majority of or the biggest part of our distribution capacity is located. It's in Sevenum, near the city of Venlo in the south of the Netherlands.

Last year, we generated sales of around EUR 1.2 billion, and we are confident, we are convinced that there is substantial growth, additional growth ahead of us. We don't talk too much about our share price normally, just looking back at the IPO in 2016, at the time, investing in Shop Apotheke probably wouldn't have been a bad choice. We all acknowledge there have been ups and downs, we're all convinced that there is significant upside potential in the future. Just to illustrate, I don't need to say too much about this. I talked about substantial growth. I talked about the 10 million customer mark that we wanna attain in the very near future. Last year, we ended with 9.3 million active customers.

You see continuous and substantial growth since 2015. As Shop Apotheke, what is our mission? We are really proud, and we consider it a privilege to be able to partake in the healthcare realm. We are driven by helping our patients to improve their health, or as we say here, again, that's on the top of our agenda all the time. We enable everyone to live the healthiest life possible. We want to make a meaningful contribution to our customers' and our patients' health. Shop Apotheke started many years ago, basically as a pharmacy web shop or a pure online retailer, since then, we have developed Shop Apotheke much further. Today, we can say with confidence that we are Europe's leading customer-centric e-pharmacy platform. Well, that's a mouthful.

What does it mean to be a leading customer-centric e-pharmacy platform? We try to illustrate this a little bit at the core here, the big bubble. This is our pharmacy. We are a pharmacy today. We think we are a pretty good pharmacy today, and we want to become an even better pharmacy in the future. Around the core, this pharmacy, we have built a variety of additional offerings, of additional services to further improve the customer journey of our customers, and again, to make it easier for them to improve their health. Just a couple of highlights. The marketplace, we launched our marketplace. The first two steps were taken a little bit more than a year ago in Germany, a little bit less than half a year in Austria. Of course, we are already in seven markets today.

We're not going to stop with our marketplace in Austria. We offer a variety of delivery options for our customers. And on top of this, a couple of years ago, we acquired sophisticated digital medication management capabilities through smartpatient, especially the delivery options. You see here, same-day delivery through our Now! program. You see GoPuls, which is a quick commerce specialist that we acquired a year ago. Also our medication management. They will yield benefits, especially in the context of the introduction of electronic prescriptions in our biggest market in Germany. All of these components, they make up our e-pharmacy platform with a solid pharmacy at their core. Shifting gears just for a moment and just a little bit, we are, at Shop Apotheke, we are fully committed to decarbonizing our business model.

This is not something we say because that sounds good in investor talks. We are really committed to this. Last September, we publicly stated that Shop Apotheke will become net zero by 2040. You can say 2040, you know, that's a long way to go, but we have, and we will continue to establish and hard milestones, and we will monitor them. Just to give you one example, in 2020, we set the milestone to reduce our Scope 1 and Scope 2 carbon emissions by 80% by the end of 2025. We actually achieved this three years ahead of the milestone that we had set for ourselves. Again, there is still a lot of work ahead for us, but I think we are on a good way.

Just last week, MSCI upgraded Shop Apotheke's ESG rating from double A to triple A. I can assure you this, the ratings are not a driver, are not a motivation for Shop Apotheke to do this. We think this is the right thing to do to decarbonize our business. At the same time, admittedly, it's nice to see that our efforts are recognized by third parties as well. That's what I wanted to share with you about Shop Apotheke, and now we come, you know, to one key component of the joint venture that we are talking to you today. André is going to talk about Mediservice.

André Lüscher
CEO, Mediservice

Thank you very much, Stefan. It's my great pleasure to introduce Mediservice to you, dear shareholders. Mediservice is today the leading specialty pharmacy in Switzerland and was founded 25 years ago. As a B2C mail-order pharmacy, we are solely focusing on delivering medicines to patients with chronic illnesses, with a strong focus on patients with prescriptions for specialty medicines or with a need for home care services. Our core business is pharma care, with the direct-to-patient delivery of medicines, including e-medication, with currently about 20% of e-prescriptions. 1/3 of our patients are using our web-based mobile customer account. With our home care team, we offer, in addition to the delivered medicines, high-quality support programs for our patients at home. Our nurses are ICU or anesthesia trained and emergency certified and work in very close collaboration with physicians and hospitals.

With distance care, we offer besides tele-pharmacy, healthcare services beyond medication for our patients, including educational events, polymedication, and pharmacogenetics, telephone or video support, as well as electronic and digital services with partners for disease areas like diabetes, hypertension, blood pressure, or COPD. With our professional, highly qualified pharmacy and home care teams, we offer customized services for patients, such as therapy instructions, counseling and monitoring, patient information, training, and education, including for their healthcare professionals, as well as access to further support for medication. The goal of our service portfolio is, first, to enhance patient adherence and to improve medical and health outcomes. Second, to empower patients and help them to discharge into independence. A few key figures. We are leading in terms of net sales. In 2022, we increased our year-on-year sales growth in the area of rare diseases by 12.9%.

We process each day 700-1,000 parcels for patients. We are active in over 60 specialty indications, especially in therapeutic areas like neurology, where we focus on indications like multiple sclerosis, Morbus Crohn, or in immunology, in indications like rheumatoid arthritis, psoriatic arthritis, or rare diseases, where we focus on cystic fibrosis or pulmonary artery hypertension, as well as of course, in oncology and hematology. In specialty, we have over 100 cooperation with pharma partners.

We are constantly expanding our services, moving from a highly specialized and qualified mail-order pharmacy to a distance healthcare provider for chronic diseases by offering high-quality patient engagement activities together with our very comprehensive partner network, being physicians, other healthcare professionals, and healthcare stakeholders, such as health insurances, pharma, biotech, startups, or universities. We have a very high customer satisfaction score of 9.3 out of 10 and therefore a high customer loyalty generating recurring sales. We care and accompany our patients so they can stay healthy at home. With our new strategic partnership, we have a strong basis to offer customers a better online experience, more comprehensive online offerings, and a seamless buying journey. Our ambition is to accelerate our growth based on synergies, the complementarity of the businesses, and by creating together future growth opportunities to be the uncontested number 1 online pharmacy in Switzerland.

With this, I'm glad to hand over to Felix.

Felix Burkhard
CFO, Galenica

Thank you, André. Dear ladies and gentlemen, the strategic partnership with Shop Apotheke is a milestone in the history of the Galenica Group. I'm very pleased to present the planned implementation of this partnership and joint venture. The transaction is subject to the approval of the competition authorities in Switzerland and Austria. We expect to receive these approvals before mid-year, and we'll close the transaction directly after receiving them. What exactly will we close? In the first step, Mediservice will take over Shop Apotheke's Swiss business, the webshop shop-apotheke.ch. Galenica will then sell 51% of the shares of Mediservice to Shop Apotheke. The joint venture will then be established. In return, Galenica will receive 1.2 million shares of Shop Apotheke from a capital increase, which corresponds to a shareholding of 6%.

At the average share price from 1st to 28th March of EUR 72, this participation has a value of EUR 86 million. This is the consideration for the net transaction value of the joint venture corresponding to 51% of Mediservice minus 49% of Shop Apotheke's Swiss business. The additional capital increase of 2% will also be completed at this average share price of EUR 72. Galenica will pay EUR 29 million for around 400,000 Shop Apotheke shares. Following this transaction, Shop Apotheke will hold 51% and Galenica 49% of the joint venture, and Galenica will hold an 8% stake in Shop Apotheke. Operationally, the joint venture will continue to run the Mediservice business with the delivery of prescription medicines and home care services from its location in Zuchwil in the canton of Solothurn.

For the shop-apotheke.ch webshop, the joint venture will mandate the Shop Apotheke Europe in Zevenhuizen in the Netherlands to operationally execute this business with Swiss customers with the non-medication product range on its behalf. The profit from these sales will be credited to the joint venture. One key condition for a successful joint venture are two fully committed partners. In this context, it is important to emphasize that the joint venture will not only simply be a minority participation of Galenica. No. We will consider it as a fully integrated part of the Galenica Group and work together accordingly. In addition to the 49% stake in the joint venture, we have another 4% interest in the joint venture through the 8% participation in Shop Apotheke. 8% of 51% equals 4%. In total, 53%.

51% from Shop Apotheke, 53% from Galenica. Together, 104% commitment for our customers for the joint venture. This 104% commitment is the best foundation for the future success of our common joint venture and the basis for a true win-win partnership between Shop Apotheke and Galenica. How does this strategic partnership and joint venture influence Galenica's guidance for 2023? After implementation of the joint venture, Galenica will deconsolidate Mediservice and include the new joint venture in the consolidated financial statement at equity with 49%. Against this background, Galenica will adjust the income statement for the comparative period 2022 accordingly and make a restatement. Mediservice will be reported separately as discontinued operations. This will reduce consolidated sales by 11% to CHF 3.6 billion in 2022, and adjusted EBIT by 5% to CHF 191 million.

This reporting of Mediservice on the discontinued operations will also be applied in 2023 until the closing of the transaction. After completion, the joint venture will be included in the consolidated financial statements at equity. This means that 49% of the net profit of the joint venture will then be reported as income from associates. Assuming implementation of the joint venture at the beginning of June 2023, Galenica expects the following development for the 2023 financial year based on the restated 2022 figures. Growth in consolidated sales of between 3%-6% and an adjusted EBIT of 4%-7%. Based on the unadjusted prior year figures for 2022, without restatement, with this outlook, adjusted EBIT would be expected roughly at the previous year's level, despite an expected decline in sales of 9%-6%.

The outlook for the 2023 dividend remains unchanged, at least at prior year's level. We are totally convinced that the strategic partnership with Shop Apotheke and the joint venture will significantly strengthen Galenica and bring great potential for future value creation, and will also have a positive impact on results in the medium term. Thank you for your attention. With that, I hand over to Jasper.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Thank you very much, and welcome to everybody from my side, also. I feel really grateful to be here today with Marc and Felix and André and Stefan, but also all the teams behind it, to be able to explain you this exciting and promising cooperation, which is reflected in the intended transaction, as we explained to you today. In my slides, I wanna give as much clarity as possible in the direct financial impact intended to give full clarity on what's happening after the transaction. Today, we at Shop Apotheke Europe N.V., have in total 18.4 million shares outstanding. Upon closing of the transaction, that would increase to 20 million shares outstanding. The first increase of 1.2 million shares, that is the price that we pay for the transaction as Shop Apotheke to Galenica.

What you see at the moment is the Mediservice business in Switzerland is a multiple of the current business of Shop Apotheke in Switzerland. Of course, we took into account the future expectations. In total, we got to the net value, which we pay for by 1.2 million shares. In addition to that, however, Galenica also expressed their wish that they even would like to further increase the share in Shop Apotheke, this we appreciated a lot. The price that we predetermined for the additional shares is exactly the market price. Upfront, we decided we take the volume-weighted average price of the 20 days before signing, that's EUR 72.

Normally at Shop Apotheke, we don't like to issue additional new shares, but in this case, also the additional 0.4 million shares really led to a perfect transaction. In totally, we would have then 20 million shares, and we would have welcomed our new partner, our experienced and trusted partner, Galenica, as a shareholder of 8% post-transaction. As to the reporting of Shop Apotheke post-transaction, in accordance to IFRS 10, which is the guidance in IFRS on consolidated financial statements, we will consolidate Mediservice AG in our financial numbers. To give an indication of what that impact could be, and I'm only talking about the direct impact. Of course, the reason to cooperate is the cross-fertilization.

It's benefiting from each other's expertise and knowledge and portfolios that we have, but only the direct impact of Mediservice is an expected EUR 450 million or CHF 450 million, which is the same today, at the margin of 2%-3%. In the definition of Shop Apotheke, all sales, or to be precise, 99.5% of these sales are prescription sales, Rx.

If the closing would take place, we intend in the first half of 2023, but let's say if we succeed to close it in May, that would mean that pro rata, there is approximately an increase of the sales of Shop Apotheke as we reported of between EUR 270 million and EUR 300 million of sales at a margin of 2%-3% is EUR 5 million-EUR 10 million EBITDA. In addition, because of the additional shares, Shop Apotheke will receive EUR 29 million of cash. What does this mean for our guidance? Only three weeks ago, Shop Apotheke, we released our guidance on March 7th, and we did it with a lot of confidence, and we can reiterate that we have the confidence in our guidance. On that, not a lot is changing. I again reconfirm that in all its elements.

To repeat, our non-Rx sales at Redcare Pharmacy last year, EUR 1.1 billion, of the in total EUR 1.2 billion, so more than 90% of our sales. Everything but Rx, we expect also this year to continue our double-digit growth towards in a range a midpoint of 15%. In addition to that, we guide for a midpoint on the adjusted EBITDA margin of 1.5%, a black zero in free cash flow, and what we also stated, this is excluding a potential surge, so a fast increase that could happen in Germany because of the national rollout of Rx. That's uncertain for us to give guidance on for the year 2023. Our mid to longer term guidance is an adjusted EBITDA margin in excess of 8%.

Following the close of the transaction, of course, our non-Rx sales will not be impacted by this, but our total sales will significantly increase. That could be by an estimated CHF 270 - 300 million in the year 2023. Also, the adjusted EBITDA will benefit by CHF 5 -10 million if closing takes place around May. Because it's a capital-light operations, because it's online, this is also before the fluctuations in working capital quite close to what the free cash flow impact will be. After the transaction, we will get back to you to reconfirm exactly what we're stating here or to perhaps update what we are stating here. Having said that, I want to reiterate that our guidance also including the mid to longer term adjusted EBITDA guidance, that will not change.

If there's any impact, it will be a positive impact in the current year. Thanks a lot for your attention. With that, I would like to hand over to Stefan.

Stefan Feltens
CEO, Shop Apotheke Europe

Well, thank you, Jasper. I hope that Marc and Felix and André and Jasper and I, that we succeeded to convey at least some of the excitement that we feel about the potential of this joint venture between Galenica and Shop Apotheke to you as well. With this strategic partnership, we are going to create a real B2C, business to consumer powerhouse in the Swiss pharmacy space. We're combining two strong companies, not two struggling companies, two strong companies with Mediservice's unsurpassed specialty pharmacy expertise. We were very impressed when we took a closer look at Mediservice. Shop Apotheke's, I dare to say, top-notch e-commerce proficiency. We're going to end up the combined entity, the joint venture is going to end up with a better customer proposition, and this is the result of the justification for our existence.

We need to offer something better to our customers. In a first step, we'll be able to offer a broader range of products in the e-commerce context. The breadth of your portfolio, the choice, is a key driver for customer satisfaction and retention. We're going to offer even more compelling and more outstanding services to our customer base. Last not least, Mediservice has a very appealing value proposition today, and we are confident that we will succeed in convincing a part, at least a part, of Shop Apotheke's current substantial Swiss customer base to become Mediservice customers as well. Well, this concludes the presentation that we wanted to share with you about the strategic partnership between Shop Apotheke and Galenica. Again, I'm repeating once again what Marc mentioned earlier, we are convinced this is a quantum leap for both parties.

We're going to now open the floor to questions. Operator, we're going to start with questions from the attendees here in the room, and then we're going to switch to questions from the online participants.

Operator

Ladies and gentlemen, this is your webcast operator. We will now begin the Q&A session. As a reminder, to ask questions, you have to dial in via the conference call link. Anyone who wishes to ask a question may dial star 14. If you wish to withdraw your question, simply dial star 15. You will be advised when your line is open to ask your question. All other lines will remain in listen-only mode.

Anja Pomrehn
Equity Research Analyst, Mirabaud Securities

Yes, Anja Pomrehn, Mirabaud Securities. I have one question for each company and one for the combination for the new JV. How will on for, you know, from a Galenica point of view, how will a Shop Apotheke customer in other countries potentially benefit from this joint venture? I mean, will there be a possibility? I know there's always a difference between of regulators, how much, what you can sell, what kind of product you can sell to a customer. Is there any possibility that a customer from Shop Apotheke in European countries will benefit from the portfolio of Galenica? Could you somehow quantify how that would look like? That would be my first question. My second question would be in terms of the synergies that you expect to achieve.

I mean, you mentioned the complementary, the online e-commerce expertise, plus the product portfolio, the expertise from Galenica. What further synergies do you expect? I'm not only talking about of customers or costs, any kind of other synergies we might expect to see. Thirdly, you mentioned in one of your slides currently or at present, the distribution will look like that, customers will get prescription drugs from Switzerland, while other online orders will come from the Netherlands. How would that look like in the long term?

Stefan Feltens
CEO, Shop Apotheke Europe

Okay.

Anja Pomrehn
Equity Research Analyst, Mirabaud Securities

Okay.

Stefan Feltens
CEO, Shop Apotheke Europe

Marc, please.

Marc Werner
CEO, Galenica

No, I start with the first one. I guess it was, if I understand you right, Anya, how that European customer, that means an not Swiss, Switzerland and European customer from Shop Apotheke benefits from the JV. That's, the JV is a real, it's a Switzerland JV. That means we do not operate in other countries as a JV. The JV is in Switzerland for Swiss customers and not for customers outside Switzerland. If I understand you right?

Anja Pomrehn
Equity Research Analyst, Mirabaud Securities

There would be no possibility to order something from here or that Shop Apotheke would take up some of the portfolio in other European countries?

Marc Werner
CEO, Galenica

Mm-hmm. The portfolio.

Stefan Feltens
CEO, Shop Apotheke Europe

In terms of products.

Marc Werner
CEO, Galenica

Mm-hmm.

Stefan Feltens
CEO, Shop Apotheke Europe

we will add Swiss products to the offering for shop-apotheke.ch, and they will, from Sevenum, sell these products to Swiss customers. It's not possible to sell these specific Swiss products to other European countries for the moment.

Anja Pomrehn
Equity Research Analyst, Mirabaud Securities

In the future?

Stefan Feltens
CEO, Shop Apotheke Europe

We'll see, but for the moment it's clear it's exclusively for the Swiss customers.

Marc Werner
CEO, Galenica

Yeah.

Stefan Feltens
CEO, Shop Apotheke Europe

You know, when you look at our e-pharmacy platform, our Shop Apotheke, and when you look at the omni-channel approach of Galenica, I would be very surprised if we didn't identify additional opportunities to learn from each other or, you know, to identify additional opportunities to collaborate. What we are presenting to you today is the joint venture, as you know, with the scope that we described to you. You talked about or you asked about synergies. We looked closely at two value drivers. Number one, it's our customers getting access to the Swiss products that currently we are not offering to our Swiss customers.

That is a real upside compared to where we are today, and the other value driver, you can call it a synergy, that we have looked at is we have a substantial, a sizable customer base in Switzerland today. We are confident that some of these customers will also become Mediservice customers, in the long term. Probably we're not talking about the long term here. These are the two areas that we have looked at, and we are aware, we acknowledge there are additional opportunities, but we did not quantify them. The transaction that Jasper and Felix outlined, this was all valued at fair market value for the two components that we brought together. We did not have to incorporate any upside, any synergies in order to make this work financially.

This is really on top of the valuations that were the basis for the transaction.

André Lüscher
CEO, Mediservice

Maybe in addition, I would say Mediservice customers currently, they of course we will promote the webshop to them, so they will also profit now from this cooperation of course. There is another, I would say quick win.

Stefan Feltens
CEO, Shop Apotheke Europe

Yep. Then the last question, I don't know about the Jasper, you want to say something about the physical product flows, you know, with us shipping from Zevenhuizen for the time being?

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah. Now in the future. Let's talk about today. It's very clear that Mediservice will continue to do all the prescription medications, and Shop Apotheke will continue to do what we are doing, and that's parapharmacy. At the moment, it's not possible to do OTC in Switzerland online. Those are the two flows, and they stay fully intact as they are at the moment. Yep.

Stefan Feltens
CEO, Shop Apotheke Europe

it will be possible in the future.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Mm-hmm.

Marc Werner
CEO, Galenica

Yeah.

Stefan Feltens
CEO, Shop Apotheke Europe

to sell OTCs. It will be liberalized, we expect in 2025, 2026.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah.

Stefan Feltens
CEO, Shop Apotheke Europe

There it's clear we will have the best offering for the customers.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah.

Stefan Feltens
CEO, Shop Apotheke Europe

We'll be in the strongest position to benefit from this liberalization which will arrive in Switzerland.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah.

Patrick Hasenböhler
Credit Research Analyst, Zürcher Kantonalbank

Patrick Hasenböhler, Zürcher Kantonalbank. First, a simple question. Why is the ratio of joint venture 51% to 49% and not 50% to 50%? A second question to Galenica. You will have a holding of 8% of the transaction on Shop Apotheke. Is a further increase in the future possible or is that out of question?

Felix Burkhard
CFO, Galenica

First question, why 51%, 49%? As I mentioned in my presentation, I'm fully convinced that it's so important that we have two partners who are fully committed to this joint venture.

For us, it was very important, and also for Shop Apotheke, that Shop Apotheke can consolidate the figures, that they have the majority with 51%. That is for us a guarantee that they will 100% commit to the joint venture. That's the guarantee. It was important for Shop Apotheke and for us that Shop Apotheke can consolidate. For us, I said we are 49%, and for us it was so important to have this stake in Shop Apotheke to align the interests and to also guarantee internally in Galenica Group the full commitment to the joint venture and to the strategic partnership. This structure, 51% and 49%, makes 100% sense for both parties. The second question, what is clear, we don't want to sell these shares, these 8% shares. That's clear.

It's a long-term strategic participation of 8%. If perhaps we could, with good opportunities, increase in future this participation, this, we haven't decided yet. We will see what the future will bring. There we don't position ourselves today. It's clear we will not sell these shares.

Stefan Feltens
CEO, Shop Apotheke Europe

Just to add, we are very happy at Shop Apotheke that we could gain Galenica as a shareholder in Shop Apotheke. That was also a conscious choice for us.

Dominik Feldges
Editor, Neue Zürcher Zeitung

Dominik Feldges from Neue Zürcher Zeitung. Could you tell us maybe what the sales of Shop Apotheke in Switzerland have been so far? Am I right in assuming that it was rather modest? I think I've seen estimates between CHF 20 million and CHF 30 million. You've mentioned right at the beginning that you will offer a value proposition for customers in Switzerland. I mean, obviously, if you as a German, you know, enter a Swiss pharmacy, you will be maybe shocked by how much you pay, especially for OTC products. Will you really contribute to lower prices in the future, especially as the market gets liberalized, as we've heard?

A third question about what about the competition, especially maybe on part of Migros, I think, which is now, obviously as a very big player, now becoming active, what's your expectation there?

Stefan Feltens
CEO, Shop Apotheke Europe

Do you wanna take the first one? Yeah, no, absolutely. I fully understand your question. Indeed, I only presented the incremental sales, which are the current Mediservice AG sales. Yeah, what we say, we prefer to not discuss exactly what Shop Apotheke CH sales are, but it is a couple of tens of millions CHF it is, and it is growing very fast. The ballpark you mentioned is not very far off. Yeah. That's... But I want to take a broader range of what it exactly is. Yeah.

Dominik Feldges
Editor, Neue Zürcher Zeitung

The second question, can you just-. The OTC pricing.

Stefan Feltens
CEO, Shop Apotheke Europe

Okay.

Dominik Feldges
Editor, Neue Zürcher Zeitung

Yeah.

Stefan Feltens
CEO, Shop Apotheke Europe

OTC pricing. You know, when you look at the online pharmacy space, there are several components that make up our value proposition. Pricing is an important value proposition, but it's not the only value proposition. When you look at other markets, for example, Germany, with the introduction of online pharmacies in Germany, for the prices for pharmacy products, including OTC medications, has come down. The consumer has indeed benefited from the presence of online pharmacies in Germany and in other markets as well. Again, this is one part of the value proposition. It's not the only one.

Felix Burkhard
CFO, Galenica

Maybe the third one, Migros.

Stefan Feltens
CEO, Shop Apotheke Europe

Yeah.

Felix Burkhard
CFO, Galenica

We do not do a strategy against someone. We created a strategy a couple of years ago, as I mentioned in my speech. We have a clear omni-channel strategy. What we did today or what we did in the last couple of months with Shop Apotheke is to execute the strategy. We were even quite surprised when in the media was written something about Migros. We never thought about this. We have our strategy, we want the best for our customers and the best for our employees and the best for our shareholders. Of course, there are significant competitors in the Swiss market, and one of them is, of course, Medbase or Migros, but there are several others in the Swiss market, we do our own way.

Migros, maybe I could mention this one. Migros is a very strong partner from Galenica since many decades and will remain a strong partner in many different areas also. We will continue to work with Migros very closely in many different areas.

Urs Kunz
Financial Analyst, Research Partners

Urs Kunz from Research Partners. I have one question, an additional question to Shop Apotheke Switzerland, which we heard about the sales. Can you elaborate a little bit about profitability? Is it positive or still negative? Then a question to Galenica about selling this 51%. What kind of book gain can we expect from that?

Stefan Feltens
CEO, Shop Apotheke Europe

The way how we do business as Shop Apotheke focused a lot on the B2C, the end customer, mass marketing and things like that. In every country, we always have a choice because the unit economics are very attractive, whether we wanna make a profit or not, based upon how fast do we wanna grow or not. Because the unit economics are very attractive of the business we are in. At this moment, we are also not disclosing what exactly ShopCH is, but I can say it's not making a loss. That's, I think, fair to say.

Felix Burkhard
CFO, Galenica

The second question, you said, Mr. Kunz, it's a book gain. It will just be an accounting gain and nothing cash because it's an exchange. We get shares and not cash for this stake we sell. That's the first point. The size of this accounting gain, we don't know yet. It will depend on the development of the share price of Shop Apotheke share until the closing. It will depend on the share price at the closing date. We don't know yet how high this book gain will be, but we don't care about it. It's an accounting gain.

Urs Kunz
Financial Analyst, Research Partners

Okay.

Speaker 19

We have one more question in the room, and then we'll switch to the online participants.

Fang Liu
Analyst, Credit Suisse Asset Management

Hi, Fang Liu from Credit Suisse Asset Management. First question, regarding the synergy you could potentially achieve, you talked about that before. I'm wondering is there any chance that in the future, if the liberalization of OTC will happen in Switzerland, will Shop Apotheke or the joint venture have access to your offline pharmacies that you have with the other joint ventures or the pharmacies that you own yourself? That's the first question. Second one is can you give us more information about the pharma care business in Mediservice? I would imagine that the economics of this business is very different from home care and distance care. Number of employees, what is the average ticket size of your home delivery business? What is the average revenue growth in the last three years?

Thank you.

André Lüscher
CEO, Mediservice

Maybe the first one, the JV is operating independently from our pharmacies. If there are potential synergies, if there are possibilities in the future, we don't know yet. Of course, we will look at it. The JV is doing their business independently from our physical pharmacies.

Maybe with regard to the second question, the core business is pharma care, the mail order pharmacy. And all the services we deliver are linked in the end to prescription to our services for our patients. We have roughly overall 120 employees at Mediservice, but they all contribute in the end to the whole thing. Your second question in this topic was with regard to the revenues or the growth over the last three years. I think this year I mentioned the year-on-year growth. The year before it was roughly...

Felix Burkhard
CFO, Galenica

Mediservice.

André Lüscher
CEO, Mediservice

Yes. It was more or less the same.

Felix Burkhard
CFO, Galenica

Over the last 10 years, average growth was double digit of Mediservice, over the last 10 years.

Fang Liu
Analyst, Credit Suisse Asset Management

Average ticket size of the mail order deliveries?

Felix Burkhard
CFO, Galenica

It's high, the basket. It's high.

André Lüscher
CEO, Mediservice

Yes.

Felix Burkhard
CFO, Galenica

It's a value. We have very high value, orders, very high value orders.

André Lüscher
CEO, Mediservice

Because of the specialty of the chronic disease, patient with chronic diseases, it's a high proportion, of course. It's not OTC basket.

Fang Liu
Analyst, Credit Suisse Asset Management

4 digits?

André Lüscher
CEO, Mediservice

Not a bad estimation.

Felix Burkhard
CFO, Galenica

May I add one point to Marc's question? For sure, since years, we exploit synergies between Mediservice.

André Lüscher
CEO, Mediservice

Mm-hmm.

Felix Burkhard
CFO, Galenica

Our pharmacies, mainly in the area of high price medications, because they're really for the patient and for the profitability, for the efficiency of the processes, it makes sense that we operate and that we propose to customers to use the service of Mediservice. Other areas are home care, where we have other offerings in the group. For example, Bichsel Homecare offerings and so on. There we also use synergies with Mediservice, and it's clear that we will continue to exploit these synergies, because as I mentioned, we will continue to consider this joint venture as a fully integrated part of the Galenica Group. We will continue to use these synergies. If we find further synergies, it's clear we will also benefit from these synergies between our pharmacies, but not only our pharmacies.

We have a lot of other units in the Galenica Group where we can find synergies.

André Lüscher
CEO, Mediservice

Online.

Operator

The first question is from Mr. Sven Sauer of Kepler Cheuvreux.

Sven Sauer
Equity Research Analyst, Kepler Cheuvreux

Yes. Hello. Thank you. I have one question for Shop Apotheke. You said that you are not changing your medium-term guidance of 8%, but I was wondering, the Rx sales from Switzerland that you will be getting, the EBITDA margin is roughly in line with your DACH EBITDA margin, but the Switzerland sales will not see this upscale in margins as in Germany from the eScript.

How do you plan on compensating for this?

Jasper Eenhorst
CFO, Shop Apotheke Europe

Hey, Sven. Thank you. Thank you for your question, yeah. I understand where you're coming from with us showing that Mediservice is having a current EBITDA margin of between 2% and 3%. That's probably the core of your question. I would say that is not taking into account at all that from this partnership, we actually wanna show Shop Apotheke at very higher margins, shop-apotheke.ch much faster. Also in cooperation with André and his team, we wanna significantly increase what we name not a specialty Rx, but a common Rx, which is much more comparable to, let's say, the eRx in Germany.

That's really a growth area where a part of our cooperation is based upon. You will look at a very different margin profile. In addition, it's also important for me to mention, is that if you only look at the percentage, which I reconfirmed, so no doubt about that, but then still, that's also related to our core business that we talk about and the fact that we here have an absolute euros positive generating unit. That's always very welcome. Also taking into account that what I just said, it's a capital light enterprise, so the return on capital is very attractive, and then you can operate at lower margins.

The only reason why Mediservice is having this margin, which might seem at the lower end, is because of the very high sales per order. Actually, the absolute sales per order are very attractive. Looking at it in a total mix and the plans of Shop Apotheke, of course, we did the sensitivity analysis, and where in the first year and in the second year, actually, it mathematically is also helping what our margin as total Shop Apotheke is. Mathematically, it could have an impact on making it more difficult to get to 8% or more. We looked into that, and also in that sensitivity, we feel comfortable that we don't have to change our mid to long-term guidance. Yeah.

Sven Sauer
Equity Research Analyst, Kepler Cheuvreux

Thank you.

Operator

The next question is from Mr. Alexander Thiel from Jefferies.

Alexander Thiel
Analyst, Jefferies

Yeah. Hi, good afternoon. Alexander Thiel from Jefferies. Thank you for taking my questions, and good to hear you again, Jeff. I'm at Surprise and Surprise. I have a couple of questions, and I would like to take them one by one. The first one is on Mediservice. Could you provide more information on how many active customers/market share you have in Switzerland? Or how many patients are currently using Mediservice? How the customer acquisition works on the PTC side conceptually in the Swiss market. Thank you.

André Lüscher
CEO, Mediservice

Currently, we are not disclosing customers and patient at this point in time, I would say. With regard to customer acquisition, we are working, collaborating, as I mentioned in my talk, with health insurers. On one hand, we also acquire via online marketing, but that's a small part. We are not a powerhouse as well as through our cooperation with physicians and hospitals. That's the main part, how we acquire customers.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah.

André Lüscher
CEO, Mediservice

Through the good services and the knowledge we provide.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Super valuable customers you have.

Felix Burkhard
CFO, Galenica

Mm-hmm.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah, yeah. Exactly. Yeah.

Felix Burkhard
CFO, Galenica

Perhaps I can add the answer for with regard to market shares, huh?

Jasper Eenhorst
CFO, Shop Apotheke Europe

Mm-hmm.

Felix Burkhard
CFO, Galenica

You have to know in Switzerland, OTC mail order is forbidden. The today's mail order, pharmacy mail order market is just prescription drugs, huh? Prescription drugs mail order represent 5% of the total medication market in Switzerland. 5% in value and about 1% in volume. Out of this 5% market share of mail order pharmacies, Mediservice has a share of about 66% in value and about 26% in volume. That shows you also the positioning of Mediservice in the high value and very interesting niche for specialized specialty drugs and services.

Jasper Eenhorst
CFO, Shop Apotheke Europe

On the other hand, it shows you the potential we see through this cooperation, of course.

Felix Burkhard
CFO, Galenica

Yeah.

Alexander Thiel
Analyst, Jefferies

Okay. That's very clear. The second one is on the pricing/margin level in Switzerland. Would you elaborate on the pricing system in Switzerland? You have a high basket, but fairly low margin. Do you have a fixed price system or how does that work, basically? In the previous question, we have already seen the margin upside is definitely in discussion. Could you elaborate what you expect by adding the shops beauty and care products in the future? What could be the margin level that we are seeing for the GT?

Felix Burkhard
CFO, Galenica

Perhaps the pricing principles in the regulated market, that means for reimbursed medications in Switzerland. There, the selling price is regulated and the ex-factory price is regulated. The difference is the distribution margin, which is also regulated. This distribution margin, a part is in a fixed component, an add-on on the ex-factory price, a fixed part of the margin, and the other is a percentage surcharge on the ex-factory price, a percentage margin. The result is that, let's say in average, an average pharmacy has a gross margin with prescription sales of around 26% product margin in average, an average pharmacy. On top of that, they have fees for services, which represent about 7%-8%.

A pharmacy ends up with a gross margin on prescription drugs of around 33%. For mail order pharmacies, as they until today, don't charge these services, and normally they have a, in average, a higher value product. The gross margin is lower, as mentioned before. That means the system is built in that way that the higher the product price, the lower the margin in percentage. To be clear, only in percentage. As Jasper mentioned, at the end, at least Galenica, we pay the dividend in Swiss francs and not in percentages. That's why we are very happy with the profitability of Mediservice. With the specialty product range, it's clear that Mediservice has a low percentage gross margin. Is that an answer to your question?

Alexander Thiel
Analyst, Jefferies

Yeah. That's perfect. The next one is on your conviction that OTC will be liberalized in Switzerland. From the outside, I think this is a long-term discussion that we have seen for many years. Has there been any recent changes? I mean, that's a clear upside, but how sure are you that this is gonna happen?

Marc Werner
CEO, Galenica

It was at least last year or a couple of months ago, it was an official announcement from the government that the discussion in the Swiss parliament will start. That means normally, as you mentioned, it's on a fast track, especially not in the Swiss parliament, but I would say between, as you mentioned already in the speeches, between the next two and three years, we can estimate that the OTC liberalization will also be in Switzerland. Yes. That means 2025, 2026. I guess 2024, it's not realistic, honestly, but I guess 2025, 2026, it's realistic.

Felix Burkhard
CFO, Galenica

I think coronas dramatically increased the pressure on the regulators that they have to change this law. This works in favor of the mail order pharmacies.

Marc Werner
CEO, Galenica

It will still be a discussion what means liberalization? Liberalization, it's a wide range of what does it mean? Does it mean I can sell OTC like I can sell everything else, or is it a kind of a patient check between a pharmacist or a physician and a patient? That's still an open discussion. That the liberalization is coming, I guess that's not really a discussion, and it will not be in 10 years, I guess.

Alexander Thiel
Analyst, Jefferies

Okay, the last one is just a modeling one related for Shop Apotheke. Will you report the joint venture as a separate segment, i.e. strip out the Swiss Rx number from the German one and show OTC for Switzerland as well? I think that would be highly appreciated. Thank you.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Thanks for your question, Alex. Also here, how we will do the exact accounting, we still are also in talks to do that too, according to the best practices together with our accountant. At this moment, how we look at it, I mean, it is very clear that this is going to be part. We have 2 reporting segments, DACH and International. Sounds very sexy, International, but it's just the Netherlands, Belgium, France and Italy. Those seven countries, we have DACH and International, it will be part of DACH. I mean, also, if you see how we want to make this joint venture together with Galenica into a success, it is the management actually of the German and Swiss people, together with the Austria people who want to drive this really into a success.

It will be part of DACH, 99% certain. There's not any reason to do it separately. As to the disclosures as to Rx, we will also see what works best to do there. Please wait until we close the transaction.

Alexander Thiel
Analyst, Jefferies

Maybe another follow-up. Why do you actually need the approval of the Austrian kind of antitrust authority on this one? It's a pure Swiss business right now.

Felix Burkhard
CFO, Galenica

As Mart mentioned, we are a pure Swiss company. In the products and brands business sector, we do some exports of products as an OTC and a consumer healthcare product supplier. There, about 80% sales are in Switzerland and about 20% sales are export through local distributors. We have, through an acquisition, we have in Austria a subsidiary, so a distribution partner in the group. We are active a little bit in Austria with a really unmaterial small business. As in Austria, the requirements, the threshold to go to competition or authorities, very low, we also need the approval of Austria. We don't doubt that we will get.

Alexander Thiel
Analyst, Jefferies

Okay.

Felix Burkhard
CFO, Galenica

This, approval.

Marc Werner
CEO, Galenica

It's more a technical thing, I guess.

Alexander Thiel
Analyst, Jefferies

Yeah. Thank you.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Thank you, Alexander. Yeah.

Operator

The next question comes from Miss Maja Pataki of Kepler.

Maja Pataki
Head of Medical Devices Sector and Deputy Head of Swiss Research, Kepler Cheuvreux

Yes. Thanks for taking my question. I have actually only one. If we look at your online offering in Switzerland, Mart, with the Amavita online channel and the Sun Store channel. I'm sorry, I'm a bit annoyed by the echo.

Jasper Eenhorst
CFO, Shop Apotheke Europe

We can hear you very clearly.

Felix Burkhard
CFO, Galenica

No, we just can. We can hear you.

Maja Pataki
Head of Medical Devices Sector and Deputy Head of Swiss Research, Kepler Cheuvreux

You can? Okay. Okay, fine.

Felix Burkhard
CFO, Galenica

We can hear you right now.

Maja Pataki
Head of Medical Devices Sector and Deputy Head of Swiss Research, Kepler Cheuvreux

Good. I was wondering how you're trying to differentiate those three channels, particularly if there is going to be a lower pricing in the shop-apotheke.ch once the OTC comes?

Marc Werner
CEO, Galenica

With our own formats, as you mentioned, Amavita, Sun Store, and also Coop Vitality. This JV helps us a lot to really focus on omni-channel, as I mentioned in my speech, and really focus on the patient, on the customer we have today in our pharmacies and customers in the future, they have the need to be online and offline and not just pure online customer. We are absolutely convinced that also in the future, there will be a huge quantity of customers they will go to a physical pharmacy sometimes, but maybe sometimes just purchase something online. That's really the target for our own pharmacies. That means high quality also, and that's why we don't wanna compete on the price level.

It's high quality, it's service, it's service, it's service, it's physical and online together and not pure online. With the JV, we really focus on pure online customers that they wanna purchase their needs. If it's prescription, if it's para products, that they will part purchase this online and not offline. That's really the differentiation, it helps us a lot to focus with our own formats on clear omni-channel and not pure online.

Maja Pataki
Head of Medical Devices Sector and Deputy Head of Swiss Research, Kepler Cheuvreux

Thank you. Can you maybe provide some example for the service that you offer online through the Amavita? I'm just trying to figure out, if somebody wants to buy some OTC product, why wouldn't they go for price? What is the service that you will offer through the Amavita online stores?

Marc Werner
CEO, Galenica

There will be more than one target group today and also in the future. There are target group of course, and you can see this in all other markets and all, not just in the pharmaceutical market. There are target group that go just for the price, of course, and they won't be maybe the customer for an Amavita in the future. Maybe they go to the JV because they are just price. They're just looking for the price. There are other ones, maybe they have, they have to pick it up, collect, click and collect in a pharmacy. Or maybe they need a service, maybe they need an additional advice for a pharmacy, for a pharmaceutical person, for a pharma person, and they go to our pharmacy.

I'm absolutely sure there are more than one target group we have to target in the future with our whole network. In the JV there is a certain target group, in our own pharmacies, in our own formats, there is another target group and a target group which is more service, more maybe, consulting or advice oriented. Of course, if you look.

Maja Pataki
Head of Medical Devices Sector and Deputy Head of Swiss Research, Kepler Cheuvreux

Thank you very much.

Marc Werner
CEO, Galenica

Of course, if you look at the average age from a customer in our pharmacy, it's not between 20 and 30. Maybe if you're old, a little bit, gets a little bit older, then maybe we need sometimes also an advice or just a chat between two human beings.

Felix Burkhard
CFO, Galenica

Perhaps to add.

Maja Pataki
Head of Medical Devices Sector and Deputy Head of Swiss Research, Kepler Cheuvreux

Perfect. Thank you very much.

Felix Burkhard
CFO, Galenica

Maja, perhaps to add, we already discussed it in different meetings. This difference in pricing, that's really one of the main reason why we need a separate pure online offering, because it's clear if you want to be competitive with Google and we have the good prices which are really competitive in the future online, this will be very difficult for Amavita and Sun Store, who have to keep a, let's say, relatively high price in order not to destroy the margin of the whole physical pharmacy network. There we can't compete aggressively with low online prices. That's why we need a separate pure online offering with another brand which is not directly linked to our Amavita and Sun Store offering. That's one of the reason why this joint venture is so important for us strategically.

Maja Pataki
Head of Medical Devices Sector and Deputy Head of Swiss Research, Kepler Cheuvreux

Thank you.

Operator

The next question is Jan, from Jan Koch of Deutsche Bank.

Jan Koch
VP of Equity Research, Deutsche Bank

Hi, thanks for taking my questions, congrats on the announced joint venture. Great to see that you are highly committed. I have two questions for each company, if I may. Starting with Shop, I would like to come back to your midterm guidance once again. What is the margin potential of the combined business going forward? I understand that the beauty and care products enjoy higher margin, but given the dominance of the Rx business, I'm just wondering how much you can improve the margin as we're going forward. The second question is more a housekeeping question for Jasper. Once the transaction has been closed, should we assume a step up in marketing spending in the Swiss business, or are there any other costs which we should consider?

On Galenica, on your midterm margin guidance for your Products & Care segment, given that you plan to sell a big part of the segment that has been very margin dilutive so far, I guess the margin profile of this segment could be even higher going forward. Any updates here would be appreciated. Finally, on your last conference call, you talked a lot about the Mediservice being your fast growing segment and the growth driver going forward. Should we now assume a lower group growth going forward once the segment has been deconsolidated?

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah, Stefan, let me take the first one on the margin. Hey, Jan, good afternoon. Thanks for your questions. Yeah, to be clear, I understand your question, and I don't like to be all the time saying, "Okay, we don't disclose," because I hope that you appreciate that we try to be as open as we always are. We are never giving any guidance on country level, not even on segment level. We only have very clear guidance on total company level. Also in this case, what our expectations are as to the joint venture, by the way, we have several scenarios what it could be, so we also don't know. We only know that we're looking forward to do our business together, and we see many areas where we can do very good business together.

I cannot provide you any guidance as to the margin there, more than what we did in the presentation, that there is a profitable Mediservice business, that there is a fast-growing Shop Apotheke business, which we are combining. That's not really an answer to your question. Your second one, if you want to increase our marketing a lot, that's not part of today's presentation. That is, we will see in the course of business. That is, don't assume anything there. That is, I wouldn't know why. It's just part of our ordinary course of business, and sometimes it makes sense, and sometimes it doesn't make sense. It's not like we do this and now suddenly take into account a one-off somewhere. That is not, that is not what it is. Yeah. Yeah.

Felix Burkhard
CFO, Galenica

Well, from my side, the question to Galenica. You refer to the midterm guidance of our Products & Care segment, where we said that midterm we want to increase the EBIT margin above 8%. It's clear that with the deconsolidation of Mediservice, we will perhaps already this year, or at least very, very close in the future, reach this midterm guidance or even exceed it. In percentage, it's very probable that we'll be above 8% very soon. We haven't yet actualized or adapted the midterm guidance. We will do this in the next weeks or months, I would say, at least.

With the half year accounts, we will release an adapted midterm guidance to this new situation if the deal will be closed. That's for the guidance. Then you said we give a very high growing part of our business, and that's not true, huh? We bring a fast-growing business into our joint venture, and we hope that we can continue this fast growth in the joint venture, yeah. The joint venture, as I mentioned, it remains an important part of our Group, and we will do everything that will continue and even accelerate together with Shop Apotheke this growth. I'm also convinced that also with the rest of the Galenica Group, we will continue to grow the company.

Jan Koch
VP of Equity Research, Deutsche Bank

Great. Thanks a lot. One follow-up, if I may. Sorry for trying again, but, Jasper, on your midterm margin guidance.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah.

Jan Koch
VP of Equity Research, Deutsche Bank

Could the transaction postpone your midterm guidance by a few years, given that it let's say margin dilutive over the next few years?

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah. Dilutive is also already a negative word, huh? If it's adding more euros, to me, that's a good thing.

Jan Koch
VP of Equity Research, Deutsche Bank

Yeah.

Jasper Eenhorst
CFO, Shop Apotheke Europe

You talk about the margin now only.

Jan Koch
VP of Equity Research, Deutsche Bank

Yeah.

Jasper Eenhorst
CFO, Shop Apotheke Europe

if you

Jan Koch
VP of Equity Research, Deutsche Bank

Yeah.

Jasper Eenhorst
CFO, Shop Apotheke Europe

If it mathematically, well, then I think you don't sufficiently take into account the fact that it is not only the current Mediservice business. We are gonna go together to drive the common Rx business, and we're gonna drive the Shop Apotheke business. I understand what you are saying, but your literally question is then, will that postpone your midterm guidance by a couple of years, you said? That is certainly no. No, no way. No, absolutely not. Yeah. Yeah.

Jan Koch
VP of Equity Research, Deutsche Bank

Okay, great.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Perhaps by two months. Yeah. I don't know. Yeah. Yeah. No, just, I mean, it is, it is not... I mean, also, if you look at the magnitude of how fast our other business is growing, organically and with everything, what is happening there-

Jan Koch
VP of Equity Research, Deutsche Bank

Mm-hmm.

Jasper Eenhorst
CFO, Shop Apotheke Europe

This is not in all our scenario planning, did this leads to that. Stefan?

Felix Burkhard
CFO, Galenica

Yeah.

Jasper Eenhorst
CFO, Shop Apotheke Europe

We looked at it thoroughly. It is what it is. The answer is then no, it does not. Yeah.

Felix Burkhard
CFO, Galenica

The deal is accretive.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah. Yeah.

Felix Burkhard
CFO, Galenica

You mentioned it already.

Jan Koch
VP of Equity Research, Deutsche Bank

Yeah, yeah.

Felix Burkhard
CFO, Galenica

emphasize it again.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah. Yeah.

Felix Burkhard
CFO, Galenica

Yeah.

Jasper Eenhorst
CFO, Shop Apotheke Europe

I understand why you asked the question, but that's... Yeah.

Jan Koch
VP of Equity Research, Deutsche Bank

Mm-hmm.

Jasper Eenhorst
CFO, Shop Apotheke Europe

Yeah.

Jan Koch
VP of Equity Research, Deutsche Bank

Okay. Great.

Operator

The next question is from Olivier Calvet of Credit Suisse.

Olivier Calvet
Equity Research Analyst, Credit Suisse

Good. Thank you. Good afternoon. A couple of questions left from my side. I'll try to keep it quick. First for Marc, Felix, and André, then a few to Stefan and Jasper. Just to confirm the scope and how you see this JV within your portfolio. Bichsel stays a fully Galenica-owned entity, and you see minimal cannibalization risk for your local pharmacies, where you do click and collect of OTC or mail order on prescription. The second one would be just wondering about the earnings profile again of the company. I think maybe it was me acoustically hooding here, but I just wanted you to confirm the gross margin number that you gave, because I think you said 73%, and I'm not sure that it's correct.

Just opening up to Jasper and Stefan, I wanted to know if it would be also kind of a question of marketing here. You know, fair to assume that when the liberalization of the Swiss OTC market, the EBITDA margin profile looks closer to what you reported in the international segment a few years ago, i.e., you know, high teens negative margin, or have you kind of jointly decided on a more conservative customer acquisition strategy? I'll stop there and take it back after.

André Lüscher
CEO, Mediservice

Maybe I can start with the first one, with regard to competition. If you look at how the market is increasing overall because of more chronic patient getting more medication, I mean, therein as well, the market is growing year on year. I think if we just grow by there, we don't even have to compete. We just need to make sure that we grow, of course, above the market growth. We already gain a good chunk of market share.

Stefan Feltens
CEO, Shop Apotheke Europe

I think you asked, the second question was the margin profile of Mediservice. Was that the question?

Olivier Calvet
Equity Research Analyst, Credit Suisse

Yes. On the gross margin, I think you said 73%, but I think this was maybe, German to English or...

Stefan Feltens
CEO, Shop Apotheke Europe

The gross margin.

André Lüscher
CEO, Mediservice

Yeah.

Stefan Feltens
CEO, Shop Apotheke Europe

The gross margin we don't disclose, the detailed gross margin of Mediservice. We disclosed the EBITDA margin of 2%-3%. Have its sales of CHF 450 million. It's clear this EBITDA margin of 2%-3% for the business Mediservice does today, the specialty business, we are very happy with these 2%-3% EBITDA margin. It's a good EBITDA margin. As we mentioned, it's in percentage a low margin business. We have a low gross margin. What is very important, the profit per order in Mediservice, I can tell you this profit is higher than, let's say, a normal non-medication mail order basket. It's just the profit is higher than a normal average sales per order.

it's this value per order which is very important for the Mediservice today's business, and that's why we are very happy with this profitability of Mediservice. With now new growth possibilities in the future with, let's say, normal prescription drugs, with non-medication medications. There we will be able to increase this margin.

Olivier Calvet
Equity Research Analyst, Credit Suisse

Okay. Sorry, sorry, Philippe. Just, I think it was my mistake. I think when you were talking about the margin levels in Switzerland, I think on Alex's question earlier, you said 26% kind of gross margin.

André Lüscher
CEO, Mediservice

Yes.

Olivier Calvet
Equity Research Analyst, Credit Suisse

You add a fee for services.

André Lüscher
CEO, Mediservice

Yes.

Olivier Calvet
Equity Research Analyst, Credit Suisse

78%. 7%-8%. Just wanted to confirm the gross margin level you reach afterwards?

André Lüscher
CEO, Mediservice

That's for a normal.

Olivier Calvet
Equity Research Analyst, Credit Suisse

Yeah.

André Lüscher
CEO, Mediservice

basket of prescription drugs. Let's say it is 25%-26% gross margin as product gross margin without the additional fees for services. That's a fair assumption for an average prescription basket. Yes. For Mediservice, it's much lower because it's not an average assortment. It's a specialty high-priced mixed of sales. Is that clear?

Olivier Calvet
Equity Research Analyst, Credit Suisse

Yeah.

André Lüscher
CEO, Mediservice

Thank you.

Stefan Feltens
CEO, Shop Apotheke Europe

Okay. Olivier, good to hear your voice. Actually, Jasper and I thought we would see you here in person. If I understood your question correctly, you know, about the OTC liberalization and what would the impact on the customer acquisition cost. For us, we want to be, you know, when and if the OTC liberalization happens, we want to be very well positioned in the Swiss market. We don't anticipate that there will be an increase, a significant increase in our customer acquisition cost just because we can now also serve our customers with OTC products. We look at the liberalization of the OTC market in Switzerland as a pure upside to the business case that we are presenting to you today.

Olivier Calvet
Equity Research Analyst, Credit Suisse

Just a few, a few follow-ups, just for you guys. Sorry that I wasn't able to make it. On scope, I just wanted to confirm, your sales to Swiss food retailers, you know, Dufry and so on, is not included in the JV?

Stefan Feltens
CEO, Shop Apotheke Europe

That's correct.

Olivier Calvet
Equity Research Analyst, Credit Suisse

Second one is just maybe if you don't want to disclose exactly the sales you did in Switzerland last year, how many active customers roughly did you have in the country?

Stefan Feltens
CEO, Shop Apotheke Europe

Yeah. Olivier, again, you've known us and Jasper already referred to this earlier, we don't disclose information on a market level. I'm sure you understand this. Yeah, I have to leave it at this.

André Lüscher
CEO, Mediservice

Yeah. The first one is clear indeed. Dufry is operating in many countries, also in countries where Shop Apotheke is not present, and they continue to do so.

Stefan Feltens
CEO, Shop Apotheke Europe

Yeah.

André Lüscher
CEO, Mediservice

in Switzerland. Yeah.

Stefan Feltens
CEO, Shop Apotheke Europe

It's not part of the transaction.

André Lüscher
CEO, Mediservice

Not at, yeah. Yeah. Not indirectly, not directly. Yeah.

Olivier Calvet
Equity Research Analyst, Credit Suisse

Thanks.

Operator

The next question comes from Mr. Christoph Jonen of HSBC.

Christoph Jonen
Analyst, HSBC

Yeah. No shame in it. I only have one question left with respect to the synergies. I understand that there's two value drivers, you know, the Shop customers getting access to this product. Both drivers seem to be revenue driven. I'm just curious whether there are any cost synergies in your view.

Stefan Feltens
CEO, Shop Apotheke Europe

Yeah. I take a first cut at this. This is one of the beauties of this deal, that this is not driven by cost synergies. Now!, cost synergies are, can be a little bit more elusive. It's a different type of a game. I think there are some opportunities when we take a closer look that there might also be some efficiency gains, but it's not a key value driver for this proposition.

Christoph Jonen
Analyst, HSBC

Okay. Thank you.

Operator

If there are no more questions. If there should be a question, please dial star 14 now. We have a next question from Mr. Milo Susak from JMS Investment.

Milo Susak
Analyst, JMS Investment

Hello, can you hear me?

Stefan Feltens
CEO, Shop Apotheke Europe

Very well. Yes.

Milo Susak
Analyst, JMS Investment

Can't hear you.

Stefan Feltens
CEO, Shop Apotheke Europe

We can hear you very well.

Milo Susak
Analyst, JMS Investment

Okay, thank you. One question from my side. Do you expect Mediservice to grow faster than the historical 10% before, even before the OTC liberalization? Do you think 10% is a good number, and then of course, with the OTC liberalization, that number would basically go up?

André Lüscher
CEO, Mediservice

I think it's our ambition, of course.

Stefan Feltens
CEO, Shop Apotheke Europe

That's a good answer, yeah.

André Lüscher
CEO, Mediservice

Out of this, complementary opportunity, to grow above, beyond, the historical growth, of course, yes.

Milo Susak
Analyst, JMS Investment

Even now before the

André Lüscher
CEO, Mediservice

Yes, of course. Of course.

Milo Susak
Analyst, JMS Investment

Thank you.

Stefan Feltens
CEO, Shop Apotheke Europe

You know, just to add to this, for the shop-apotheke.ch business, again, getting access to local Swiss products to a much larger extent than what's the case today, this will be a real growth driver for this side of the joint venture.

Felix Burkhard
CFO, Galenica

Perhaps to add for the specialty business, it's the fastest growing part of the pharma market. If you look at IQVIA forecasts, they predict growth rates in specialty of 8% and above for the next year. It's a high growing market, but it's clear as it's high priced, it's also a high volatility in sales. It's clear Mediservice, the specialty business, is in a very attractive, fast growing niche.

Milo Susak
Analyst, JMS Investment

Okay, thank you, and congratulations again, to the team.

Stefan Feltens
CEO, Shop Apotheke Europe

Thanks.

Operator

This last question concludes the live webcast. Thank you very much for your participation. Goodbye.

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