DocMorris successfully completes the placement of CHF 49.6 million Convertible Bonds due 2028
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.
Frauenfeld, 22 October 2025
Press release
Ad hoc announcement pursuant to Art. 53 LR
DocMorris successfully completes the placement of CHF 49.6 million Convertible Bonds due 2028
DocMorris Finance B.V. (the “Issuer”), a directly wholly-owned subsidiary of DocMorris AG (the “Company” or “DocMorris”), successfully completed the offering (the “New Bond Offering” or the “Offering”) of CHF 49.6 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. The proceeds from the New Bond Offering, will be used to fund the early buyback of its outstanding CHF 87.6 million 2026 convertible bond (“Outstanding Convertible Bonds due 2026”) and for general corporate purposes outside of Switzerland
On the back of successful pricing and provisional allocation of the New Bonds today, DocMorris invites all eligible holders of its Outstanding Convertible Bonds due 2026 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 5 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 publication of the Tender Offer notice today, 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 will carry a coupon of 3.00% per annum, payable semi-annually in arrear, and have an initial conversion price of CHF 6.54 set at a premium of 20% over the reference share price of CHF 5.45, being the placement price per DocMorris share in the Concurrent Delta Placement (as defined below).
The New Bonds have been provisionally allocated to investors participating in the New Bond Offering. Such allocation of the New Bonds will be subject to a pro-rata reduction of the issue size relative to the aggregate principal amount of Bonds tendered under the Tender Offer (“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 organized concurrently with the placement of the New Bonds due 2026, a simultaneous placement of existing shares of the Company (the “Concurrent Delta Placement”) on behalf of buyers of the New Bonds who wished to sell such shares in short sales to hedge the market risk of an investment in the New Bonds at a placement price that was 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.
THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SECURITIES OF THE COMPANY OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED OUTSIDE OF SWITZERLAND. IN PARTICULAR, THE SECURITIES OF THE COMPANY AND THE ISSUER REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS EXCEPT IN AN “OFFSHORE TRANSACTION” IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA OR JAPAN. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS ACCORDING TO THE SWISS FEDERAL ACT ON FINANCIAL SERVICES.
IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM (EACH, A “RELEVANT STATE”), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (“QUALIFIED INVESTORS”). IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL ONLY BE ENGAGED IN WITH SUCH PERSONS AND IT SHOULD NOT BE RELIED ON BY ANYONE OTHER THAN SUCH PERSONS.
THIS ANNOUNCEMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, “FORWARD-LOOKING STATEMENTS”. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS “BELIEVES”, “ESTIMATES”, “PLANS”, “PROJECTS”, “ANTICIPATES”, “EXPECTS”, “INTENDS”, “MAY”, “WILL” OR “SHOULD” OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-LOOKING STATEMENTS REFLECT THE ISSUER’S OR THE COMPANY’S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE GROUP’S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY, PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. EACH OF THE ISSUER, THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
THIS PUBLICATION CONSTITUTES NEITHER A PROSPECTUS OR A SIMILAR COMMUNICATION WITHIN THE MEANING OF THE ARTICLES 35 ET SEQQ. AND 69 OF THE SWISS FINANCIAL SERVICES ACT OR UNDER ANY OTHER LAW OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE APPLICABLE LISTING RULES OF ANY STOCK EXCHANGE. ANY PURCHASE OF SHARES OF THE COMPANY IN THE PROPOSED OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE. THE JOINT BOOKRUNNERS ARE ACTING EXCLUSIVELY FOR ISSUER AND THE COMPANY AND NO-ONE ELSE IN CONNECTION WITH THE OFFERING. THEY WILL NOT REGARD ANY OTHER PERSON AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN ISSUER AND THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THE OFFERING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO HEREIN.
IN CONNECTION WITH THE OFFERING OF THE NEW BONDS AND THE SHARES, THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES MAY TAKE UP A PORTION OF THE SECURITIES IN THE OFFERINGS AS A PRINCIPAL POSITION AND IN THAT CAPACITY, MAY RETAIN, PURCHASE, SELL, OFFER TO SELL FOR THEIR OWN ACCOUNTS SUCH SECURITIES AND OTHER SECURITIES OF THE ISSUER OR THE COMPANY OR RELATED INVESTMENTS IN CONNECTION WITH THE OFFERINGS OR OTHERWISE. ACCORDINGLY, REFERENCES RELATED TO THE NEW BONDS, 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 JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES ACTING IN SUCH CAPACITY. IN ADDITION, THE JOINT BOOKRUNNERS, AND ANY OF THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS, WARRANTS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SECURITIES OF THE ISSUER OR THE COMPANY. THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.
NONE OF THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE 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 THE ISSUER OR THE COMPANY, THEIR 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 THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER TO ACQUIRE SECURITIES IN ANY JURISDICTION. ANY INVESTOR SHOULD MAKE HIS INVESTMENT DECISION FOR THE PURCHASE OF THE SHARES ON PUBLICLY AVAILABLE INFORMATION.
