trans-o-flex plans Initial Public Offering in Q4 2021

- trans-o-flex is the German market leader in actively temperature-controlled pharma logistics, complemented by specialised high value logistics.

- The Company operates two unique nationwide actively temperature controlled logistics networks for temperatures between 2-8 C and 15-25 C that combine parcels and pallets.

- Since a strategic realignment in 2017, trans-o-flex has been on a strong growth path, with revenues increasing from €468.4 million (2018) to €515.0 million in 2020. Company EBITDA increased with a CAGR of 19.4 percent from €42.0 million (2018) to €59.8 million in 2020. Most recently in 2020, the Company generated an operative cash conversion of 90.9 percent.

- In H1 2021, trans-o-flex generated €264 million in revenues and an adjusted EBITDA of €31 million showing robust growth despite COVID-19 impacts.

- Demographic change, new therapeutic options and the rise of home care, as well as an overall growing demand for express delivery are expected to further grow the German and Austrian market for specialized logistics for pharma and high value goods from €9.9 billion in 2020 to €12.2 billion in 2025.

- The Company intends to raise gross proceeds of at least €130 million from the sale of new shares. In order to achieve a significant free-float, the current shareholders, the Schoeller and Amberger Families through LFH3 Verwaltungs GmbH and M+P GmbH respectively, are committed to sell additional shares as part of the offering.

- trans-o-flex intends to use the proceeds from the IPO to expand its service offering, finance regional expansion and the build-up of new business, invest in innovation and technology and to repay existing shareholder loans, setting up the Company to grow revenue at high single digits and expand EBITDA margin to around 15 percent in the mid-term.

Weinheim, 17 September 2021. trans-o-flex Express GmbH, which is expected to change its legal form into a partnership limited by shares (Kommanditgesellschaft auf Aktien) named trans-o-flex Express GmbH & Co. KGaA (the "Company"), is preparing an initial public offering ("IPO") and listing of its shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard). The Company plans to complete the offering in the fourth quarter of 2021, subject to market conditions. The Offering is intended to comprise newly issued ordinary bearer shares with no par value from a capital increase against cash contributions, existing ordinary bearer shares with no par value from the holdings of the existing shareholders, and existing ordinary bearer shares with no par value, in connection with possible over-allotments (the "Offering"), covered by a greenshoe option provided by the existing shareholders. The Offering consists of an initial public offering in Germany and private placements in certain jurisdictions outside Germany.

Market leader in GDP compliant logistics solutions for sensitive pharmaceuticals in Germany
trans-o-flex is the leading full-service specialized logistics solutions provider for customers in the pharma and healthcare industry and a leading premium provider of logistics solutions for other high value goods in Germany. The Company operates two nationwide actively temperature-controlled express logistics networks "trans-o-flex ThermoMed" (2-8 C) and "trans-o-flex Express" (15-25 C), both fully compliant with EU-GDP (Good Distribution Practice) standards. Through its highly flexible and asset light networks, trans-o-flex offers secure delivery of medicines, sensitive equipment for life sciences, beauty products and other high value goods (e.g. home entertainment and consumer electronics) within 24 hours in Germany and Austria.

As a full-service provider, the Company covers the entire logistics chain from procurement to fulfillment and offers additional services such as storage and commissioning. The Company specialises in the consolidated transportation of parcels and pallets. trans-o-flex's express offerings and temperature-control capabilities allow for unique service combinations. In 2020, the Company delivered parcels and pallets for over 1,500 customers and handled approximately 87 million parcels and over 2.2 million pallets. With its integrated offerings, trans-o-flex is the German market leader for transports between pharmaceutical manufacturers and wholesalers, as well as deliveries from pharmaceutical manufacturers to hospitals and pharmacies.

Wolfgang Albeck, CEO of trans-o-flex: "We have built a strong track record over the past years and have established trans-o-flex as the market leader for actively temperature-controlled pharmaceutical end-to-end express logistics in Germany. With today's announcement, we are taking the next step to address the growing need for GDP-compliant actively temperature-controlled logistics and secure express transport solutions. The pandemic has illustrated the need for reliable, fast and secure pharmaceuticals and health care logistics. With our express networks, temperature control-capabilities and focus on service excellence we believe we are uniquely placed to seize the opportunity for growth in the markets for pharma and high value logistics."

Beyond its home market Germany, trans-o-flex offers logistic services for temperature sensitive pharmaceuticals in Austria, in Benelux and France through its dedicated partner network EUROTEMP. The EURODIS network, co-founded by trans-o-flex in 1993, covers B2B deliveries (except for ThermoMed consignments) to defined destinations in 36 European countries.

trans-o-flex has been an important contributor to Germany's fight against COVID-19. trans-o-flex is a chosen partner of producers of rapid and PCR tests, authorities and government agencies. Since the start of the pandemic, the Company has delivered more than 8 million doses of vaccines to vaccination centers and more than 200 million Corona test kits to federal collection points and test centers, schools and nurseries in Germany.

trans-o-flex was established in 1971 as the first nationwide express delivery service in Germany with a focus on pharmaceutical express logistics. After becoming part of Austrian Post in 2006, trans-o-flex was acquired by the Schoeller and Amberger Families in 2016. Since then, management and the current shareholders have repositioned the Company, refocusing on its core competencies, freeing up network capacity and enhancing service quality.

Strong financial development since strategic realignment in 2017
Following the strategic realignment in 2017, trans-o-flex has seen strong growth and a significant positive impact on its financial results. Group revenues grew from €468.4 million in 2018 to €515.0 million in 2020. During the same period, Group EBITDA increased from €42.0 million in 2018 to €59.8 million in 2020, representing a CAGR of 19.4 percent. Most recently in 2020, the Company generated an operative cash conversion of 90.9 percent.^[1]

Solid growth in H1 2021 despite COVID-19 related restrictions
Compared to H1 2020, trans-o-flex reported a solid performance for H1 2021 with the Group's revenue growing by 4.6 percent to €264 million (H1 2020: €252 million) and its adjusted EBITDA increasing by 4.0 percent year-on-year to €31 million. During the same period, the Group's ThermoMed segment generated total revenues of €39.7 million (H1 2020: €36.3 million) an increase of 9.4 percent. Despite lockdown impacts on B2B deliveries the Group's Express segment grew by 3.6 percent to €225 million (H1 2020: €217 million).

trans-o-flex's unique service combinations in its integrated networks and its commitment to highest quality standards have led to a high client satisfaction of 88 percent^[2] and an exceptional customer retention: with its top-100 customers, trans-o-flex enjoys an average relationship of 28 years.

Michael Schmidt, CFO of trans-o-flex: "Today marks an important milestone for trans-o-flex. The significant improvements of our financial results in the past years prove that we have successfully refocused the company. With the proceeds from the public offering we are planning to tap into new markets and service areas, drive innovations in logistics, deliver the highest quality service for our customers and also repay existing shareholder loans."

Untapped market opportunities due to growing demand for pharmaceuticals, expected stricter EU-wide transport regulation and complex logistics requirements
The market for specialized logistics for pharma and high value sensitive logistics services is expected to grow from approximately €9.9 billion in Germany and Austria in 2020 to €12.2 billion in 2025, with growth being driven by several megatrends.^[3]
Demographic change is expected to grow the demand for pharmaceuticals and home care services.^[4] A growing customer focus on healthy living is yielding speciality pharmaceuticals, new therapeutic options and technologies that require temperature-sensitive expert handling. Growing volume levels of pharma transport and new products (e.g. cell therapy) are likely to drive stricter regulatory requirements and higher mandatory quality standards which increases the need for GDP-compliant logistic services.^[5]
Growth in high-value product logistics is supported by rising customer demand for high-value goods and shorter product lifetime cycles due to accelerating innovation. The growth of e-commerce leads to more complex logistics requirements with consumers increasingly expecting express delivery solutions and convenient reverse logistics.^[6] These trends are prompting rising demand for higher delivery speed and stock levels as well as increased direct shipments from manufacturers.

trans-o-flex is ready to address the growing demand for high-quality express solutions and to drive the digital transformation of logistics
With 50 years of logistics experience, integrated networks with active temperature control, full GDP compliance and established European partner networks, trans-o-flex is uniquely positioned as a preferred partner for customers requesting time sensitive end-to-end solutions with the highest quality standards. With recent innovations such as smart track and trace for temperature-sensitive goods (the Insight App) or authorized delivery (the Ident system) the Group is continuously pushing operational excellence. The web-based express services booking tool tof.now has been developed to be one of the easiest web-based booking system for express services in Germany while also aiming to offer the highest product diversity. As an expert in consignment consolidation, trans-o-flex is working on solutions like GDP compliant locker stations that aim to optimize last mile city delivery, and to address the challenge of increasingly dense traffic in urban centers. Combining experience and innovation power trans-o-flex is well set to expand its services and markets.

The Company intends to raise gross proceeds of at least €130 million from the sale of new shares. trans-o-flex intends to use the proceeds from the IPO to extend the Group's existing service offerings, invest in its regional expansion, finance the build-up of new business, invest in innovation and technology and to repay existing shareholder loans. In the mid-term, the Company is targeting revenue growth in the high single digits and to expand EBITDA margin to around 15 percent.

J.P. Morgan and Deutsche Bank are acting as Joint Global Coordinators and Joint Bookrunners while Jefferies and UniCredit are acting as additional Joint Bookrunners.

Media contacts:

Sabine Kolaric
Public Relations, trans-o-flex Express GmbH
Phone: +49 6201 988 134
Email: pr@tof.de

Christoph Erhard
Kekst CNC
Phone: +49 173 530 9425
Mail: Christoph.Erhard@kekstcnc.com

About trans-o-flex
trans-o-flex's core areas of expertise are logistics solutions for the pharmaceutical, cosmetics and consumer electronics industries and other high-end, sensitive goods. The company has built up transport networks to carry goods at 15 to 25 degrees Celsius or 2 to 8 degrees Celsius actively temperature-controlled and documented in accordance with EU regulations for pharmaceuticals transport throughout Germany and Austria. These EU-GDPs require the highest standards for safety and security, cleanliness, reliability and transparency, from which all trans-o-flex customers benefit. trans-o-flex operates internationally via the networks EUROTEMP (temperature-controlled logistics) and EURODIS (in 36 European countries). In contrast to parcel and groupage services, trans-o-flex delivers parcels and pallets on a consolidated basis. trans-o-flex Express offers numerous express and time-slot deliveries, special services such as hazardous goods transportation (without minimum quantity regulation), consignment consolidation and direct deliveries. The range of services is complemented by warehousing, order picking and individual value-added services such as serialisation and deserialisation of pharmaceuticals. This means that the company covers the entire logistics chain from procurement through to fulfilment. The annual turnover of the trans-o-flex companies, which employ a total of around 1,954 people (FTEs, end of 2020), amounted to around 515 million euros in 2020. More information is available at https://www.trans-o-flex.com/

Information relating to financial terms
Adjusted EBITDA is measured as EBITDA excluding the effects of significant income and expense items which may have an impact on the comparability of earnings such as special non-recurring events.

 

Important Notice
This announcement constitutes neither an offer to sell nor a solicitation to buy securities. The planned offering and listing of the shares of trans-o-flex,which is expected to change its legal form into a partnership limited by shares (Kommanditgesellschaft auf Aktien) named trans-o-flex Express GmbH & Co. KGaA (the "Company"), on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge from the Company, Hertzstr. 10, 69469 Weinheim, Germany, or on the Company's website).

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

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Forward-looking Statements

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Subject to compliance with applicable law and regulations, neither the Company nor J.P. Morgan AG, Deutsche Bank Aktiengesellschaft, Jefferies GmbH and UniCredit Bank AG (together, the "Underwriters") nor their respective affiliates intend to update, review, revise or conform any forward-looking statement contained in this announcement to actual events or developments whether as a result of new information, future developments or otherwise, and do not undertake any obligation to do so.

This announcement does not purport to contain all information required to evaluate the Company and/or its financial position. Financial information in this announcement is unaudited and certain financial information (including percentages) has been rounded according to established commercial standards. Certain data relating to market volumes included in this announcement is sourced from third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. Such research and estimates, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, the Company expressly disclaims any responsibility for, or liability in respect of, such information and undue reliance should not be placed on such data.

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In connection with the planned IPO, the Underwriters and their respective affiliates may take up a portion of the shares offered in the planned IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the planned IPO or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of the Company. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

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THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.

^[1] EBITDA - Capex divided by EBITDA on a post IFRS 16 basis

^[2] Client satisfaction score in H1 2021 defined as average of Speed, Security and Quality based on trans-o-flex customer loyalty questionnaire

^[3] "trans-o-flex Commercial Study," May 2021, Roland Berger

^[4] "trans-o-flex Commercial Study," May 2021, Roland Berger

^[5] "trans-o-flex Commercial Study," May 2021, Roland Berger

^[6] "trans-o-flex Commercial Study," May 2021, Roland Berger