SANTHERA PHARMACEUTICALS HOLDING AG NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO Pratteln, Switzerland, April 27, 2021 -- Santhera Pharmaceuticals (SIX: SANN) announces that an aggregate principal value of around CHF 45 million, or 75% of its CHF 60 Million Convertible Bonds, have been accepted for exchange under the Exchange Offer announced on March 25, 2021. In parallel and separately from the results of the Exchange Offer, voting on the bondholders' resolution still 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). End results As of the end of the additional acceptance period, according to preliminary figures, bondholders have accepted the Exchange Offer with respect to 2017/22 Bonds with an aggregate principal amount of CHF 44,845,000, corresponding to 74.7% of all 2017/22 Bonds in circulation. Neither the Company nor any persons acting in concert with the Company held any 2017/22 Bonds as at the end of the additional acceptance period. Based on the above figures, an aggregate of 233,194 consideration shares as well as 2021/24 Bonds (as defined in the Notice) with an aggregate principal amount of CHF 30,270,375 would have to be delivered to the holders of the 2017/22 Bonds who accepted the Exchange Offer. Settlement Settlement of the Exchange Offer is 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. Santhera expects to announce the settlement date or a postponement of the settlement, as provided in the Notice, on Monday, May 3, 2021 at the latest. Voting on bondholders' resolution continues 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 before the settlement date of the Exchange Offer, 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, whether or not they have accepted the Exchange Offer. Bondholders may do so 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. Bondholders should be aware that acceptance of the Exchange Offer does not constitute a vote for the restructuring proposed to the bondholders' meeting. Bondholders may still 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), whether or not they have accepted the Exchange Offer. Bondholders requiring assistance or additional information on the procedures are invited to contact Santhera Pharmaceuticals Holding AG, Hohenrainstrasse 24, 4133 Pratteln (email: daniela.glatz@santhera.com; phone: +41 61 906 89 50). Stifel Nicolaus Europe Limited is serving as sole financial advisor to the Company. Related documents 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 https://www.globenewswire.com/Tracker?data=cITfJIbACy8CQ2ax0EZsyXzPy4H9aIGNnnbdxZOxEj67VB92RW6ZrGUWUO3wxjJqHq-veYIjj7ncpEWAf8MgKW6H9zEtHlhRgSFosy8elooYElxzYLjEgTuXM7QFoAT1ytFnJSezwmULhI_ZOobMaidfaCdEUBIAkZx1kA1QOL0= . 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 Corporate calendar April 29, 2021 Publication of annual results and Annual Report 2020 June 22, 2021 Annual General Meeting About Santhera 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(R) (idebenone), for the treatment of Leber's hereditary optic neuropathy (LHON) to Chiesi Group. For further information, please visit www.santhera.com. Raxone(R) is a trademark of Santhera Pharmaceuticals. For further information please contact: public-relations@santhera.com https://www.globenewswire.com/Tracker?data=D4oAotEvjGDe1R6Wr0q0D9o1Wn6AdUeyegY-OMfeNGidqDrp9SmA5VFZI6MsJ0OlZTvJ5bHX0v6Jt0DiwNBKoa2RficL99RKzWrNEDDxXceLNBD9bfqa_VUJ77lxdoSG or Eva Kalias, Head External Communications Phone: +41 79 875 27 80 eva.kalias@santhera.com Forward-looking Statements 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. Offer Restrictions 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. United States 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. United Kingdom 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)
(MORE TO FOLLOW) Dow Jones Newswires
April 27, 2021 14:15 ET (18:15 GMT)
