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INI-294/26

SALUS, LJUBLJANA, d.d., Ljubljana

Concluded Sales and Purchase Agreement for a Business Share in Company FARMEDICA d.o.o. Ljubljana

Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange, d.d., Ljubljana, Article 130 of the Financial Instruments Market Act (ZTFI-1), Article 17 of the EU Market Abuse Regulation, and applicable sector-specific regulations, company SALUS, Ljubljana, d.d., Litostrojska cesta 46A, 1000 Ljubljana ("Salus") hereby publishes the following information:

On 4 June 2026, company Salus as the buyer and Mr. Robert Terčelj Schweizer as the seller entered into a Sales and Purchase Agreement for a business share in company FARMEDICA Trgovsko podjetje d.o.o. Ljubljana, Leskoškova cesta 12, 1000 Ljubljana ("Company"). The subject of the acquisition is a 100% business share in the Company (whereby a 28.1% business share represents the Company's own (treasury) share). The purchase price for the business share amounts to 21.6 mio EUR (with an Enterprise Value of EUR 16.2 mio, as the Company has EUR 5.4 mio of excess cash as of the valuation date). Of the total purchase price, 90% shall be payable at Closing, while 10% is retained as a holdback amount and paid after two (2) years following Closing. In addition to the above purchase price, the seller is also entitled to an additional contingent consideration (Earn-Out), linked to exceeding the target EBITDA over a period of twelve (12) months following the signing of the agreement.

The Sales and Purchase Agreement is concluded subject to certain conditions precedent, which include, among others, the approval of the competent competition authorities.

Strategic Development

The potential acquisition of Farmedica is in line with Salus strategy, which aims to be the first choice for the commercialisation and distribution of pharmaceutical products and medical devices in the CEE region.

»Salus is building a group that reaches patients wherever they take care of their health: at the pharmacy, at the doctor's, in the hospital, in the online store. To date, we have built this reach through strong distribution and a broad product offering. Going forward, we wish to complement our portfolio with over-the-counter medicines of pharmaceutical quality that patients have trusted for decades. I would be proud if we were to write this story together," said Žiga Hieng, President of the Management Board of Salus.

Growth Mindset

Farmedica with its more than thirty years of tradition, deep relationships with leading international manufacturers, and an established position in the over-the-counter pharmaceutical-quality medicines segment, Farmedica complements and rounds out this environment. Over-the-counter natural medicines of pharmaceutical quality are not food supplements. They are pharmaceutical products with proven efficacy, confirmed by public medicines agencies, and trusted by patients and healthcare professionals alike.

"Real value is created when we manage to capture all the touchpoints where patients make decisions about their health. With Farmedica, we would be entering a segment we have not covered until now. Thirty years of market presence, medicines trusted by professionals, and structurally driven growth. We give every company that joins the Salus Group the opportunity to grow, and we consistently demonstrate this in practice. We are looking for partners with whom we can achieve more together. We will be pleased if Farmedica becomes the next chapter of that story," added Gregor Jenko, Member of the Managment Board of Salus.

Together, Further

Through its expansions, Salus strengthens its ability to improve patients' lives by providing the most advanced pharmaceutical solutions and medical devices, and continues a more than fifty-year tradition of creating value for shareholders, partners, and patients in the CEE region.

"Upon completion of the acquisition, we would be joining a Group that understands healthcare. Our team, our expertise, our mission, and our relationships with recognised manufacturers would remain. What we would gain is infrastructure and reach. And, ultimately most importantly: patients would have even better access to the medicines they trust," said Robert Terčelj Schweizer, Director of Farmedica, at the signing of the agreement.

This notice will be published on the official website of the company from 4 June 2026 onwards for a minimum period of 5 years.

Management board
Date: 04.06.2026