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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
Pratteln, Switzerland, April 20, 2021 – Santhera Pharmaceuticals (SIX: SANN) announces that so far an aggregate principal value of around CHF 39.6 million, or 66% of its CHF 60 Million Convertible Bonds, have been accepted for exchange under the Exchange Offer announced on March 25, 2021. Bondholders who have not yet accepted the Exchange Offer will be able to do so during the additional acceptance period ending on April 27, 2021, 5:00 p.m. CEST. In parallel to the Exchange Offer, voting on the bondholders' resolution continues.
By Notice of Repurchase Offer dated March 25, 2021 (the Notice), Santhera Pharmaceuticals Holding AG announced an offer to exchange its outstanding CHF 60 million 5% Convertible Bonds due 2022 (the 2017/22 Bonds) on the terms set out in the Notice (the Exchange Offer).
Interim result and satisfaction of minimum acceptance rate
As of the end of the offer period, according to preliminary figures, bondholders have accepted the Exchange Offer with respect to 2017/22 Bonds with an aggregate principal amount of CHF 39,620,000, corresponding to 66.03% of all 2017/22 Bonds in circulation. The 50% minimum acceptance rate has therefore been exceeded. Neither the Company nor any persons acting in concert with the Company held any 2017/22 Bonds as at the end of the offer period.
Highbridge Tactical Credit Master Fund, L.P., the largest holder of the 2017/22 Bonds holding 32% of all 2017/22 Bonds in circulation, has informed the Company that it had accepted the Exchange Offer (positions included in the above-mentioned preliminary figures).
Additional acceptance period, acceptance of the Exchange Offer and settlement
The additional acceptance period of five SIX trading days for the subsequent acceptance of the Exchange Offer will commence on April 21, 2021 and end on April 27, 2021, 5:00 p.m. CEST. Bondholders should be aware that their custodian bank may set a deadline for accepting the Exchange Offer that ends prior to April 27, 2021, 5:00 p.m. CEST, and should proceed according to the instructions of their custodian bank.
Settlement is expected to take place on May 4, 2021, subject to satisfaction or waiver of offer conditions (b), (c), (d) and (e), as set out in the Notice, which remain in effect until the settlement of the Exchange Offer.
Voting on bondholders' resolution continues
In parallel to conducting the Exchange Offer, Santhera continues to seek and obtain additional consents to the restructuring of the 2017/22 Bonds it had proposed to the bondholders’ meeting of March 8, 2021.
Santhera still requires further votes in order to reach the necessary two thirds majority. If a two thirds majority is achieved, the bondholders' resolution would, subject to court approval, become binding on all Bondholders, and the Exchange Offer would not be completed.
Bondholders may still vote on resolution and accept Exchange Offer
The amendments proposed to the bondholders’ meeting and the terms offered in the Exchange Offer are economically the same, mutatis mutandis. Hence Santhera encourages bondholders to submit their consent, if not already done, and simultaneously to accept the Exchange Offer.
Bondholders may both and simultaneously
(1) vote on the bondholder’s resolution (if they have held the bonds since March 5, 2021, or earlier, and if they have not already voted), by filling out and submitting the forms that are published on the Santhera website under www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings, and
(2) accept the Exchange Offer during the additional acceptance period (if they have not already done so) by instructing their custody bank accordingly.
These two decisions are completely independent from each other. A vote for the bondholders' resolution does not constitute an acceptance of the Exchange Offer, and acceptance of the Exchange Offer does not constitute a vote for the restructuring proposed to the bondholders' meeting.
Bondholders requiring assistance or additional information on the procedures are invited to contact Santhera Pharmaceuticals Holding AG, Hohenrainstrasse 24, 4133 Pratteln (email: email@example.com; phone: +41 61 906 89 50).
Stifel Nicolaus Europe Limited is serving as sole financial advisor to the Company.
Notice of a Repurchase Offer (Exchange of CHF 60,000,000 Senior Unsecured Convertible Bonds due 2022): https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering
Preliminary Issuance and Listing Prospectus Regarding the New Bonds: https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering
Forms to cast bondholder votes are available here.
Invitation to the Bondholders’ Meeting (March 8, 2021), the EGM (March 18, 2021) and accompanying documents: http://www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings
April 27, 2021 Publication of annual results and Annual Report 2020
June 22, 2021 Annual General Meeting
Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical company focused on the development and commercialization of innovative medicines for rare neuromuscular and pulmonary diseases with high unmet medical need. Santhera has an exclusive license for all indications worldwide to vamorolone, a first-in-class dissociative steroid with novel mode of action, currently investigated in a pivotal study in patients with DMD as an alternative to standard corticosteroids. The clinical stage pipeline also includes lonodelestat (POL6014) to treat cystic fibrosis (CF) and other neutrophilic pulmonary diseases as well as an exploratory gene therapy approach targeting congenital muscular dystrophies. Santhera out-licensed ex-North American rights to its first approved product, Raxone® (idebenone), for the treatment of Leber's hereditary optic neuropathy (LHON) to Chiesi Group. For further information, please visit www.santhera.com.
Raxone® is a trademark of Santhera Pharmaceuticals.
For further information please contact:
Eva Kalias, Head External Communications
Phone: +41 79 875 27 80
This publication may contain certain forward-looking statements concerning Santhera Pharmaceuticals Holding AG and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Santhera Pharmaceuticals Holding AG to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. Santhera Pharmaceuticals Holding AG disclaims any obligation to update these forward-looking statements.
The Exchange Offer is not being made and will not be made, directly or indirectly, in any country or jurisdiction in which the Exchange Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require the Company or any of its subsidiaries to change or amend the terms or conditions of the Exchange Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Exchange Offer. It is not intended to extend the Exchange Offer to any such country or jurisdiction. Any such document relating to the Exchange Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of the Company by any person or entity resident or incorporated in any such country or jurisdiction.
The Exchange Offer is being made in the United States in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder.
The Company, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, 2017/22 Bonds outside the Exchange Offer during the period in which the Exchange Offer remains open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.
The Company as the offeror is a Swiss company. Information distributed in connection with the Exchange Offer is subject to Swiss disclosure requirements that are different from those of the United States. Financial statements and financial information included herein are prepared in accordance with Swiss accounting standards that may not be comparable to the financial statements or financial information of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Exchange Offer, since the Company is located in Switzerland and all of its officers and directors are residents of Switzerland or elsewhere outside of the United States. You may not be able to sue the Company or its officers or directors in a Swiss court or another court outside the United States for violations of the U.S. securities laws. Finally, it may be difficult to compel the Company and its affiliates to subject themselves to a U.S. court’s judgment.
The communication of this publication and any other documents or materials relating to the Exchange Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the FSMA), as amended. Accordingly, such documents and/or materials are not being distributed to, are not directed at and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or (2) persons falling within Article 43(2) of the Order, or (3) to other persons to whom it may lawfully be communicated (together Relevant Persons). The investment activity to which this document relates will only be engaged in with Relevant Persons and persons who are not Relevant Persons should not rely on it.
European Economic Area
In any Member State of the European Economic Area (the EEA and each a Member State), this communication is only addressed to, and is only directed at, "qualified investors" within the meaning of the Prospectus Regulation. Each person in a Member State or in the United Kingdom who receives any communication in respect of the Exchange Offer contemplated in this announcement will be deemed to have represented, warranted and agreed to and with the Company and the Tender Agent that it is a qualified investor within the meaning of the Prospectus Regulation. For these purposes, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018. The 2017/22 Bonds have not been admitted to trading on a regulated market in the EEA or in the United Kingdom.
This communication qualifies as advertisement pursuant to the Swiss Financial Services Act (FinSA) and does neither constitute an offer or invitation to subscribe for or purchase any securities of Santhera Pharmaceuticals Holding AG nor a prospectus nor a key information document within the meaning of the FinSA. Investors should make their decision to accept the Exchange Offer solely based on the Notice of a Repurchase Offer (Exchange of CHF 60,000,000 Senior Unsecured Convertible Bonds due 2022) and the preliminary offering and listing prospectus regarding the New Bonds, each dated March 25, 2021 which, subject to compliance with applicable securities laws, is accessible via https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
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