Pelion demands full board overhaul at struggling DocMorris pharmacy
Pelion Expands Stake to Nearly 14%, Demands Leadership Shake-Up at DocMorris
In May, Pelion acquired just under 10% of the company's shares. Through its Dutch subsidiary CEPD, the Polish conglomerate now holds nearly 14%, making it one of the largest shareholders alongside several investment banks.
Yet despite capitalizing on a capital increase and benefiting from significant share dilution, the new investor is far from satisfied. Pelion accuses the company's management and current board of "repeated failures in strategy execution and forecasting," which it claims have led to a 98% decline in the share price over the past five years.
As a result, Pelion plans to submit a motion to remove board chairman Hans Oberhänsli, arguing that he must take responsibility for the company's performance and step down. Oberhänsli, who has led Zur Rose since its founding, initially built the company as a wholesale supplier for physicians before expanding into the German market in 2004. With substantial public funding, he established the eponymous mail-order pharmacy in Halle (Saale), though the site was abandoned last year. In 2021, Oberhänsli transitioned to the board, with Walter Hess succeeding him as CEO. Even at last year's general meeting, calls for Oberhänsli's resignation were already growing louder.
Now, CEPD is pushing for concrete action: it demands a complete overhaul of the board at the May 12 general meeting. The shareholder has proposed six candidates, including Oesterle as the designated chairman, Pelion's Mariola Belina-PrÄ Ĺźmowska as a board member, and four independent candidates tasked with "fostering a culture of accountability and sustainably unlocking DocMorris's significant value-creation potential."
Nicole Formica-Schiller and Thomas Bucher, both nominated by DocMorris for board positions, are to be rejected. Only Florian Seubertâan investor and founder and former CFO of Zooplusâand Professor Andrea Belliger, director of the Institute for Communication and Leadership (IKF), are to retain their seats. DocMorris's proposed candidate, Dr. Thomas U. Reutter, a senior partner and co-founder of Swiss law firm Advestra, is also set for approval, alongside Jacek Janusz PoĹwiata of management consultancy Bain & Company.
A Return to DocMorris
Oesterle is no stranger to DocMorris: under his leadership, Celesio acquired the online pharmacy in 2007 for around âŹ220 million. After massive write-downs, DocMorris was sold just five years later to Switzerland's Zur Rose for a mere âŹ25 million. The former physicians' cooperative fared no betterâforced to bring in investors before eventually going public. Costly acquisitions and heavy losses led to repeated capital increases, severely diluting the share price. Ultimately, the original core business was sold off. Today, the balance sheet is propped up largely by intangible assets totaling nearly half a billion Swiss francs.
Since leaving Celesio in 2011, Oesterle has taken on various directorships. He has served as non-executive chairman of CEPD's management board since its 2021 acquisition of Lloyds Apotek, the Swedish pharmacy chain originally built by Celesio. Until 2014, he sat on the supervisory board of Eckert & Ziegler, and until 2024, he held the same role at Heidelberger Druckmaschinen. In 2012, he became a trustee for the Schwarz Group and has since served on the oversight bodies of LBBW and Volksbank am WĂźrttemberg. He was also a partner at wholesale distributor AEP.
"Systematically Failed"
DocMorris now stands at a critical juncture in Europe's digital healthcare sector. "The e-prescription system, the Teleclinic platform, and advancements in AI-driven online shopping present DocMorris with major structural opportunities. Yet the company has systematically failed to execute its strategy and translate these opportunities into shareholder value," the investor group asserts.
The Facts Speak for Themselves, Says CEPD
"The current board of directors is incapable of steering the company toward success or safeguarding shareholder interests. The result has been dramatic underperformance and an extremely low market valuation. As DocMorris's largest shareholder, we see it as our responsibility to all stakeholders to put the company back on a path to success. The first critical step is a fundamental restructuring of the boardâincluding the position of chairmanâwith candidates who can effectively support the company in implementing its strategy, delivering results, and unlocking its full potential. We view this as an essential prerequisite for the company to regain success and rebuild capital market confidence."
Shareholders could expect a highly qualified board with the necessary skills and expertise to hold management accountable through clearly defined reporting obligations. The proposed board would ensure that objectives, strategy, KPIs for the online pharmacy, and implementation plans are precisely formulated, aligned, executed effectively, and advanced with determination and urgency.
Leadership Avoids Accountability
Over the past months, CEPD has engaged in negotiations with the chairman of the board regarding the need for a comprehensive overhaul of governanceâincluding the demand that Oberhänsli step down from his role. "Unfortunately, the board has continued to show no willingness to acknowledge the fundamental challenges facing DocMorris or to take responsibility for the company's performance."
Without prior consultation with CEPD, DocMorris proposed new board candidates in early March. "In CEPD's view, this unilateral move perpetuates a pattern of disregarding shareholder interests and undermines the cooperative approach we have sought to maintain. Similarly, exploratory discussions about a potential strategic partnership to support DocMorrisâheld in the summer of 2025âwere unilaterally terminated by the company's board."
Share Price Plummets
The capital market's response to DocMorris's proposed board renewal has been unequivocal: "Continuity under the current chairman means a continuation of value destruction." Since March 3, the share price has dropped by more than 23%, hitting a new all-time low. "This demonstrates that the market has lost all confidence in the company and its leadership to meet its stated goals."
CEPD is advocating for a genuine fresh start at DocMorris and urges all shareholders to attend the general meeting and exercise their voting rights. Given historically low attendance rates, the firm believes that decisions on the board's composition should reflect broad and representative shareholder support. To drive the campaign forward, CEPD has launched a dedicated website under the slogan "Change for DocMorris: From Undervalued e-Pharmacy to Leading European 'Healthcare in One Click' Platform." Above all, the effort will hinge on winning over other major shareholdersâbanks such as UBS, Julius Baer, and JPMorgan, as well as financial investors like Astaris, LMR, and Sterlingâto back the plan.
