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4. Discontinued operations

On 30 March 2023 Galenica announced the combination of the business activities of the specialty pharmacy Mediservice Ltd. (including Curarex swiss Ltd.) and the online pharmacy shop-apotheke.ch in a strategic partnership with Redcare Pharmacy N.V. The closing of the transaction occurred on 16 May 2023.

Through the transaction, Galenica sold 51% of the shares of Mediservice Ltd. to Redcare Pharmacy N.V. The total purchase consideration amounted to CHF 215.5 million, consisting of a 6.1% investment in the listed company Redcare Pharmacy N.V., Netherlands with a fair value of CHF 109.5 million and the retained 49% participation in Mediservice Ltd. (including the online pharmacy shop-apotheke.ch) with a fair value of CHF 106.0 million. The 49% participation in Mediservice Ltd. will be accounted for as an investment in an associate.

The purchase consideration is reduced by an estimated amount of CHF 10.6 million which is contingent on net working capital developments as well as certain market developments and will become due between 2023 and 2026. The transaction resulted in a gain on sale of CHF 111.8 million. As the purchase considerations received are non-cash items, the net cash flow from the disposal amounted to minus CHF 2.1 million which includes CHF 1.3 million cash disposed and CHF 0.8 million transaction costs and is shown as net cash flow form sale of subsidiaries in the consolidated statement of cash flows.

With the transaction Galenica lost control over Mediservice Ltd. (including Curarex swiss Ltd.) and therefore deconsolidated the assets and liabilities of the business unit. The business of Mediservice Ltd. (including Curarex swiss Ltd.) represented a separate major line of business for Galenica and was therefore classified as discontinued operations and the prior period was adjusted accordingly.

Gain on sale of discontinued operations

in thousand CHF

16.5.2023

Fair value of received equity instruments

109,456

Fair value of retained at equity investment in former subsidiary

106,011

Contingent considerations

–10,594

Total considerations received / interest retained

204,873

 

 

Carrying amount of net assets disposed

–86,776

Transaction costs

–755

Income taxes related to the sale of the discontinued operations

–5,515

 

 

Gain on sale of discontinued operations

111,827

The table below shows the financial performance of the discontinued operations.

Statement of income of discontinued operations

in thousand CHF

1.1.– 16.5.2023

1.1.– 30.6.2022

Net sales

164,487

215,250

Other income

18

21

Expenses

–163,238

–210,316

Earnings before tax (EBT) from discontinued operations

1,266

4,954

 

 

 

Income taxes

–251

–828

 

 

 

Net profit from discontinued operations

1,015

4,127

The table below shows the financial position of Mediservice Ltd. (including Curarex swiss Ltd.) at the date of disposal.

Financial position of the discontinued operation at the time of disposal

in thousand CHF

16.5.2023

Cash and cash equivalents

1,330

Trade and other receivables

49,444

Inventories

18,168

Other current assets

2,583

Current Assets

71,525

 

 

Property, plant and equipment

681

Right-of-use assets

4,025

Intangible assets

67,517

Financial assets

50

Other non-current assets

43

Non-current assets

72,316

 

 

Total disposed assets

143,841

 

 

Financial liabilities

24,143

Lease liabilities

647

Trade and other payables

24,817

Other liabilities

1,999

Current liabilities

51,607

 

 

Lease liabilities

3,581

Deferred tax liabilities

1,637

Employee benefit liabilities

240

Non-current liabilities

5,458

 

 

Total disposed liabilities

57,065

 

 

Disposed net assets

86,776

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