DocMorris launches approx. CHF 45 million Convertible Bonds due 2028 to fund early buyback of Convertible Bonds 2026
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.
Frauenfeld, 21 October 2025
Press release
Ad hoc announcement pursuant to Art. 53 LR
DocMorris launches approx. CHF 45 million Convertible Bonds due 2028 to fund early buyback of Convertible Bonds 2026
DocMorris Finance B.V. (the “Issuer”), a directly wholly-owned subsidiary of DocMorris AG (the “Company” or “DocMorris”), is launching an offering (the “New Bond Offering” or the “Offering”) of approximately CHF 45 million senior unsecured bonds due 2028, guaranteed by the Company and convertible into newly issued and/or existing registered shares of the Company (the “New Bonds”).
DocMorris continuously seeks to optimise its balance sheet and funding costs to support its strategy and deliver sustainable and profitable growth. With today’s transaction, the Company intends to fund the envisaged early buyback of the CHF 95.0 million Convertible Bond due in September 2026 of which CHF 87.6 million is outstanding (the “2026 Bonds”).
Subject to successful pricing and provisional allocation of the New Bonds today, DocMorris plans to invite all eligible holders of its 2026 Bonds to tender their bonds for cash during the tender offer period (the “Tender Offer”).
The Tender Offer purchase price is expected to be CHF 1,035 per bond corresponding to 103.5% of the par value, plus accrued and unpaid interest.
The cooling-off period under the Tender Offer is expected to start on 23 October 2025 and to end on 4 November 2025 and the Tender Offer period is expected to commence on 6 November 2025 and expire on 12 November 2025 at 4:00pm CET.
This press release is not an offer for the repurchase of the 2026 Bonds but only discloses the most important terms of the planned Tender Offer. The Tender Offer is solely made based on the planned publication of the Tender Offer notice tomorrow, 22 October 2025. The Tender Offer is executed independently and unconditionally from the New Bond Offering.
Offering of the New Bonds
The New Bonds will have a denomination of CHF 200,000 each and will be issued at par. Unless previously converted, redeemed or repurchased and cancelled, the New Bonds will be redeemed at par on the stated maturity date, which is expected to be on 24 August 2028.
The New Bonds are expected to carry a coupon of between 2.50% and 3.00% per annum, payable semi-annually in arrear, and have an initial conversion price set at an expected premium of between 20% and 25% over the reference share price, being the placement price per DocMorris share in the Concurrent Delta Placement (as defined below).
The Company’s existing stock lending agreement will be amended, to enable its drawdown also in relation to the New Bonds for the duration of the New Bonds (unless bought back, redeemed or converted and then it will be reduced on a pro rata basis) for the purpose of facilitating investors’ hedging activities and will amount to up to 5.0 million existing and new shares of the Company, representing up to 9.8% of the Company’s issued share capital, as long as the New Bonds and the outstanding CHF 200 million Convertible Bond due in May 2029 (the “2029 Bonds”) are outstanding. Such number of total shares of the Guarantor can be further increased at later stage to cover the combined parity of any outstanding amount of the 2026 Bonds, the 2029 Bonds and the New Bonds (unless bought back, redeemed or converted, and then it will be reduced on a pro rata basis).
Allocations are provisional and at the Issuer’s full discretion, subject to a reduction of the issue size relative to the aggregate principal amount of Bonds tendered under the Tender Offer (the “Clawback”). Definitive allocations are expected to be announced after the end of the tender offer period.
The Issuer and the Company agreed to a lock-up period starting from the pricing date and ending 90 days following the settlement date, subject to customary exceptions.
The New Bond Offering is being conducted solely on a private placement basis to professional clients in Switzerland and private offering outside of Switzerland pursuant to RegS (Category 1), no Rule 144A.
Concurrent Delta Placement
The Joint Bookrunners have agreed with the Company that concurrently with the placement of the Convertible Bonds, they intend to conduct a simultaneous placement of existing shares of the Company (the “Concurrent Delta Placement”) on behalf of buyers of the Convertible Bonds who wish to sell such shares in short sales to hedge the market risk of an investment in the Convertible Bonds at a placement price to be determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the Concurrent Delta Placement.
Indicative timeline of the transaction
| 21 October 2025 (T+0) |
Launch of the New Bond Offering and Concurrent Delta Placement |
| 22 October 2025 (T+1) |
Pricing and Allocation of the New Bond Offering and Concurrent Delta Placement |
| 22 October 2025 (T+1) |
Publication of planned Tender Offer Invitation |
| 23 October 2025 (T+2) |
Beginning of the cooling-off period for the planned Tender Offer (10 trading days) |
| Expected on 24 October 2025 (T+3) |
Settlement of the Concurrent Delta Placement |
| 06 November 2025 (T+12) |
Beginning of the planned Tender Offer Period |
| 12 November 2025 (T+16) |
End of the planned Tender Offer Period (Tender Offer Period End Time) |
| Expected on 17 November 2025 (T+19) |
Settlement of the planned Tender Offer |
| Expected on 17 November 2025 (T+19) |
Payment Date |
Investors and analyst contact
Dr. Daniel Grigat, Head of Investor Relations & Sustainability
Email: ir@docmorris.com, phone: +41 52 560 58 10
Media contact
Torben Bonnke, Director Communications
Email: media@docmorris.com, phone: +49 171 864 888 1
Agenda
| 20 January 2026 |
Sales 2025 |
| 19 March 2026 |
2025 Full-year results and outlook 2026 (conference call/webcast) |
| 16 April 2026 |
Q1/2026 Trading update |
| 12 May 2026 |
Annual General Meeting, Zurich |
DocMorris
The Swiss-based DocMorris AG is a leading company in the fields of online pharmacy, telemedicine and marketplace with strong brands in Germany and other European countries. Deliveries are mainly from the highly automated logistics centre in Heerlen, the Netherlands. TeleClinic is Germany’s largest telemedicine platform, connecting patients with more than 5,000 physicians. DocMorris operates leading marketplaces for health and personal care products in Southern Europe. With its broad range of products and services, DocMorris is pursuing its vision of becoming the leading digital health companion for everyone to manage their health in one click. Around 1,600 employees in Germany, the Netherlands, Spain, France, Portugal and Switzerland generated an external revenue of CHF 1,085 million serving more than10 million active customers in 2024. The shares of DocMorris AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker DOCM). For further information, please visit corporate.docmorris.com.
Disclaimer
THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF DOCMORRIS AG (THE “COMPANY”) AND DOCMORRIS FINANCE B.V. (THE “ISSUER”). THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, CANADA, ITALY, JAPAN, SOUTH AFRICA OR IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IT IS NOT BEING ISSUED IN COUNTRIES WHERE THE PUBLIC DISSEMINATION OF THE INFORMATION CONTAINED HEREIN MAY BE RESTRICTED OR PROHIBITED BY LAW,
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