Euroapotheca‘s Apoteksgruppen to merge with Kronans Apotek in Sweden

Euroapotheca Holding SWE, controlled by Euroapotheca UAB (“Euroapotheca”), and Oriola Corporation (“Oriola”) have on the 9^th of February 2022 signed a framework merger agreement for combining the respective pharmacy businesses in Sweden – Euroapotheca’s Apoteksgruppen and Oriola’s Consumer business area comprising Kronans Apotek (“Oriola Consumer” or “Kronans Apotek”).

The transaction is subject to competition authorities’ approval and is expected to close at the latest during the second half of 2022.

Transaction details

Euroapotheca and Oriola will combine the respective pharmacy businesses in Sweden into a 50 percent and 50 percent equally owned joint venture company to be established

The combined entity will have over 470 pharmacies and full online pharmacy operations, over 2,300 full-time employees and an illustrative combined revenue of EUR 1,140 million as of 2020 in Sweden. The combined business is expected to be the third largest player in the Swedish retail pharmacy market by revenue, with an estimated combined market share of ca. 25 percent.

The transaction is motivated by the opportunity to create significant synergies and increase the scale and market presence of the combined business. The transaction is estimated to create annual run-rate synergies of approximately EUR 25 million on EBITDA level. The synergies are expected to realise in full by the end of the third year from closing.

“We are happy to announce further development of Apoteksgruppen, a continuation of our investments started in 2018. Sweden remains a very important market for Euroapotheca group and we have been looking for opportunities to increase our presence there. Forming the new company of Apoteksgruppen and Kronans Apotek will create a well-established No. 3 player in the Swedish pharmacy market and will also unlock substantial synergy potential, which will enable to remain competitive in the changing market dynamics characterised by the increasing shift towards online” comments Paulius Mencas, Chairman of the Board at Euroapotheca.

In the arrangement, Euroapotheca contributes its Swedish business, Apoteksgruppen, into the joint venture for an enterprise value of approximately EUR 300 million and transfers net debt of EUR 82 million. Oriola contributes its Consumer business area (Kronans Apotek) into the new company for an enterprise value of approximately EUR 400 million. At the closing of the arrangement, Oriola Consumer’s liabilities (IFRS 16 leases and factoring liabilities) of approximately EUR 134 million will be transferred to the new company. Additionally, Oriola will receive a cash consideration of approximately EUR 24 million from Euroapotheca.

Key facts of the entities to be combined:

* At the end of 2021, 43 pharmacies have been operated under Apoteksgruppen brand on franchise agreements by independent entrepreneurs.

The transaction is subject to competition authorities’ approval and is expected to close at the latest during the second half of 2022.

Advisors
Euroapotheca is being advised by TGS Baltic, as the leading legal advisor, and Advokatfirman Cederquist KB, which is advising on Swedish law and competition law matters.

About Euroapotheca group
Euroapotheca is an international group of companies in the Northern Europe region managing pharmacy retail chains, e-pharmacies and wholesale companies in Estonia, Latvia, Lithuania and Sweden. The group employs altogether nearly 4,000 people. Euroapotheca acquired Apoteksgruppen in 2018.