Apotea publishes prospectus and announces the price for the listing on Nasdaq Stockholm

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

On 14 November 2024, Apotea AB (publ) (“Apotea” or the “Company”), Sweden’s largest online pharmacy, announced its intention to launch an initial public offering of the Company’s ordinary shares on Nasdaq Stockholm (the “Listing”). Today, Apotea publishes the prospectus and price for the offering (the “Offering”). The first day of trading is expected to be on 6 December 2024. Funds managed by Capital Group, Nordea Asset Management, WCM Investment Management, Ramsbury Invest and AMF Aktiefond Småbolag are cornerstone investors and have undertaken to, directly or indirectly, acquire ordinary shares in the Offering for a total amount of approximately SEK 975 million.

Apotea is Sweden’s largest online pharmacy.[1] The Company facilitates everyday life for its three million[2] active customers by offering the widest product assortment[3] on the market fast, cheap and with free shipping. The pharmacy market is large and has a non-cyclical growth supported by several long-term structural trends. Pharmacy products are well-suited for online sales, yet the e-commerce penetration is low compared to other retail categories. Apotea has been self-funded since its launch in 2012 and has grown to a net revenue of SEK 6.3 billion with an adjusted EBIT margin[4] of 4.1 per cent during the twelve-month period ended 30 September 2024.

The Offering in brief

• The final price in the Offering is set to SEK 58 per share (the “Offering Price”), corresponding to a total market value of all ordinary shares in the Company[5] of approximately SEK 6,036 million.
• The Offering comprises 28,181,408 existing ordinary shares (excluding the Overallotment Option, as defined below), corresponding to approximately 27.4 per cent of the total number of ordinary shares in the Company[6], which are offered by the existing shareholders Laulima AB[7] (“Laulima”), Alecta Tjänstepension Ömsesidigt, SEB Life International Assurance Company DAC[8], Neudi Kapital AB and Creades AB (publ) (the “Selling Shareholders”). The Company will not raise any funds, and will therefore not receive any proceeds, in connection with the Offering.
• To cover any overallotment in connection with the Offering, the Selling Shareholders has issued an option to Carnegie Investment Bank AB (publ) (“Carnegie”) and Skandinaviska Enskilda Banken AB (publ) (“SEB”) to sell up to an additional 4,227,165 ordinary shares at the Offering Price, corresponding to 15 per cent of the total number of ordinary shares encompassed by the Offering (the “Overallotment Option”). Provided that the Overallotment Option is exercised in full, the Offering encompasses a maximum of 32,408,573 ordinary shares, corresponding to approximately 31.1 per cent of the ordinary shares and votes in the Company after completion of the Offering.
• Provided that the Offering is fully subscribed, the total value of the Offering will comprise SEK 1,635 million, and SEK 1,880 million if the Overallotment Option is exercised in full.
• Funds managed by Capital Group, Nordea Asset Management, WCM Investment Management, Ramsbury Invest and AMF Aktiefond Småbolag are cornerstone investors and have undertaken to, directly or indirectly, acquire ordinary shares in the Offering to the Offering Price for a total amount of approximately SEK 975 million. The cornerstone investors will together hold approximately 16.2 per cent of the total number of ordinary shares and 16.1 per cent of the total number of votes in the Company after completion of the Offering.
• The ordinary shares will be offered to the general public in Sweden and to institutional investors in Sweden and abroad.[9] The application period for the general public in Sweden is expected to be 27 November – 4 December 2024 and the application period for institutional investors is expected to be 27 November – 5 December 2024.
• Pär Svärdson, Laulima, other members of the Board of Directors and executive management as well as other existing shareholders have committed to enter into customary lock-up undertakings. The lock-up period will be 1,080 days for Pär Svärdson, 720 days for Laulima, 360 days for other members of the Board of Directors and executive management and 180–90 days[10] for other existing shareholders.
• The first day of trading on Nasdaq Stockholm is expected to be on 6 December 2024 and the ordinary shares will trade under the trading symbol (ticker) “APOTEA”.
• A prospectus (in Swedish with an English translation) containing the complete terms and conditions for the Offering will be published today on Apotea’s website (https://ir.apotea.se), Carnegie’s website (www.carnegie.se), SEB’s website (www.sebgroup.com/prospectuses) and Avanza’s website (www.avanza.se).

Pär Svärdson, CEO, member of the Board of Directors as well as co-founder of Apotea[11] and Laulima, comments:

“Apotea has had a profitable growth journey from start and has taken a clear position as Sweden’s largest online pharmacy. However, our journey has just begun. By constantly facilitating and simplifying for our customers, we continue to develop and define the next generation pharmacy. The planned listing on Nasdaq Stockholm is an important and natural step in our journey, where we strengthen our impact. I am excited to welcome new shareholders to join us in writing the next chapter in Apotea’s journey.”

Background for the Listing and the Offering

Apotea’s Board of Directors and executive management, supported by the principal owner Laulima, have made the assessment that the Listing and the Offering is a natural next step in Apotea’s journey towards becoming the largest pharmacy in Sweden and hence, in the Nordics. The Listing is expected to strengthen Apotea’s brand and increase the general awareness of the Company. The Listing will also give Apotea access to the Swedish and international capital markets and expand the shareholder base.

About Apotea

Apotea is Sweden’s leading online pharmacy by market share with the goal of becoming the largest pharmacy in Sweden and hence also in the Nordics. With the widest assortment on the market, low prices and quick deliveries, the Company facilitates everyday life for its three million active customers. In E-barometern’s 2023 customer survey, Apotea was ranked as customers’ favourite e-commerce store for the sixth consecutive year, with almost one in six e-commerce consumers citing Apotea as their favourite. Since 2022, the Company also operates in Norway through its Norwegian subsidiary Apotera.

The vision is to be the pharmacy of tomorrow by constantly facilitating and simplifying for the customer. The business concept is to be the pharmacy that delivers on the customer promise “fast, cheap and free shipping”. Apotea’s business model is supported by an entrepreneurial culture, dedication to sustainability and constant pursuit of increased operational excellence. Through a high level of automation, clear cost focus and a well-invested infrastructure, Apotea achieves a high efficiency which has enabled a profitable growth. The Company’s IT platform, which is based on proprietary software for, for example, logistics and the handling of Rx products, as well as fulfilment centers with a high level of automation, enable both economies of scale and capital-efficient operations. Apotea had approximately 800 employees as of 30 September 2024, most of whom work at Apotea’s fulfilment centre in Morgongåva in the municipality of Heby.

Prospectus and application

A prospectus (in Swedish with an English translation) containing the complete terms and conditions for the Offering will be published today on Apotea’s website (https://ir.apotea.se), Carnegie’s website (www.carnegie.se), SEB’s website (www.sebgroup.com/prospectuses) and Avanza’s website (www.avanza.se). The Swedish prospectus will also be made available on the Swedish Financial Supervisory Authority’s (Sw. Finansinspektionen, the “SFSA”) website (www.fi.se). Applications can be made through SEB’s internet service (www.seb.se) and Avanza’s internet service (www.avanza.se). Avanza Bank AB (publ) is Retail Distributor in connection with the Offering.

The Swedish prospectus has been prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”). The SFSA only approves the Swedish prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Company or the quality of the securities that are the subject of the Swedish prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

Timetable

Stabilisation

In connection with the Offering, Carnegie may effect transactions aimed at supporting the market price of the ordinary shares at levels above those which might otherwise prevail in the open market. Such stabilisation transactions may be effected on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the ordinary shares on Nasdaq Stockholm and ending not later than 30 calendar days thereafter. Carnegie is, however, not required to undertake any stabilisation and there is no assurance that stabilisation will be undertaken.

Stabilisation, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be effected at levels above the price in the Offering. No later than by the end of the seventh trading day after stabilisation transactions have been undertaken, Carnegie shall disclose that stabilisation transactions have been undertaken in accordance with article 5(4) in the Market Abuse Regulation 596/2014. Within one week of the end of the stabilisation period, Carnegie will make public whether or not stabilisation was undertaken, the date at which stabilisation started, the date at which stabilisation last occurred and the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out.

Advisors

Carnegie Investment Bank AB (publ) and Skandinaviska Enskilda Banken AB (publ) are Joint Global Coordinators and Joint Bookrunners. ABG Sundal Collier AB is Joint Bookrunner. Advokatfirman Vinge KB and Milbank LLP are acting as legal advisors to the Company as to Swedish and U.S. law, respectively. White & Case is acting as legal advisor to the Joint Global Coordinators and Joint Bookrunners. Annika Sigfrid is an independent advisor to the Company’s Board of Directors and shareholders.

For further information, please contact:

Ingrid Christensson, Investor Relations
Telephone: +46-729 37 95 95
E-mail: ingrid.christensson@apotea.se

The information was submitted for publication, through the agency of the contact person set out above, at 09:30 CET on 26 November 2024.

IMPORTANT INFORMATION

This announcement is not, and does not form part of, an offer to sell or buy any securities.

This announcement is not being made, and may not be distributed in or sent to, the United States of America, Australia, the Hong Kong special administrative region of the people’s republic of China, Japan, South Africa or any other jurisdiction where such distribution would be unlawful or require registration or any other measures.

Any offering of the securities referred to in this announcement will be made by means of a prospectus (the “Prospectus”). This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This announcement and the information contained herein are not for distribution in or into the United States of America. This announcement does not constitute an offer to sell securities in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States of America without registration or an exemption from registration under the Securities Act and in accordance with applicable securities laws of the states of the United States of America. No public offering of securities is being made in the United States of America.

This announcement and this offering are only addressed to and are only directed at persons in any member state of the EEA, with the exception of Sweden, and the United Kingdom (each a “Relevant State”) who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation or the Prospectus Regulation made part of United Kingdom law by the European Union (Withdrawal) Act 2018, as applicable. The securities are only available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be directed at, Qualified Investors in the Relevant State. Persons who are not Qualified Investors may not rely or refer to this announcement in any Relevant State.

This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be registered in the United Kingdom in respect of the securities. In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, qualified investors (as defined in the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

This announcement may contain certain forward-looking statements. Such statements include statements regarding the Company’s business strategy, financial condition, profitability, market data and other statements that are not historical facts and include expressions such as “believes”, “considers”, “estimates”, “expects”, “anticipates”, “assumes”, “predicts”, “intends”, “may”, “continues”, “should”, “aims”, “forecasts”, “guides” or similar expressions. The forward-looking statements in this announcement are based on various estimates and assumptions, many of which are based on additional assumptions. Although the Company believes that these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that are difficult or impossible to predict and are beyond the Company's control. Such risks, uncertainties and material factors could cause actual results to differ materially from those expressed or implied in this announcement by the forward-looking statements. The information, beliefs and forward-looking statements contained in this announcement speak only as of the date of this announcement and are subject to change without notice.

Each of Apotea and the selling shareholders and each of Carnegie Investment Bank AB (publ), Skandinaviska Enskilda Banken AB (publ) and ABG Sundal Collier AB (together the “Managers”) and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act (“affiliates”), expressly disclaims any obligation or undertaking to update, review or revise any forward looking statements contained in this announcement whether as a result of new information, future developments or otherwise, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Apotea or any of the selling shareholders to proceed with the Offering or any transaction or arrangement referred to herein.

The information in this announcement is subject to change. Before investing in any securities in the Offering, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase any securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not form part of or constitute a recommendation concerning any offer. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

None of the selling shareholders, the Managers or any of their respective affiliates or any of their or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Apotea, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the selling shareholders, the Managers, and any of their respective affiliates and any of their or their affiliates’ directors, officers, employees, advisers or agents expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Each of the Managers is acting exclusively for Apotea and no one else in connection with the proposed Offering. They will not regard any other person as their respective clients in relation to the proposed Offering and will not be responsible to anyone other than Apotea for providing the protections afforded to their respective clients, nor for providing advice in relation to the proposed Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Managers and any of their respective affiliates, may take up a portion of the shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Apotea or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus, once published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Managers and any of their respective affiliates acting in such capacity. In addition, the Managers and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of shares. None of the Managers nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Please note that an investment in the Company is subject to regulation in accordance with the Swedish Foreign Direct Investment Screening Act (2023:560), which requires investors, under certain conditions, to notify and obtain approval from the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter). Investors should make their own assessment of whether a notification requirement applies prior to making any investment decision regarding the securities referred to in the Prospectus.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID 2”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID 2; and (c) local implementing measures (together, the “MiFID 2 Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID 2; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID 2 (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID 2; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.