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SANTHERA PHARMACEUTICALS HOLDING AG

(SANN)
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Press Release : Santhera Announces Settlement of Exchange Offer and Issuance of New Senior Unsecured Convertible Bonds due 2024

05/04/2021 | 01:00am EDT
 
 
   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN 
WHICH IT WOULD BE UNLAWFUL TO DO SO 
 
   Pratteln, Switzerland, May 4, 2021 -- Santhera Pharmaceuticals (SIX: 
SANN) announces the settlement of the exchange offer in respect of its 
CHF 60 Million Convertible Bonds due 2022 and the issuance of CHF 
30,270,375 Senior Unsecured Convertible Bonds due 2024. 
 
   Santhera Pharmaceuticals Holding AG is settling today its 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 of Repurchase 
Offer dated March 25, 2021 (the Exchange Offer). Upon settlement, 
2017/22 Bonds in the aggregate principal amount of CHF 15,155,000 remain 
in circulation. 
 
   Santhera will issue today Senior Unsecured Convertible Bonds due 2024 
(the 2021/24 Bonds) in the aggregate principal amount of CHF 30,270,375, 
on the terms set out in the issuance and listing prospectus dated May 4, 
2021, to those holders of the 2017/22 Bonds who accepted the Exchange 
Offer. The principal amount/denomination of the 2021/24 Bonds is CHF 
3,375 per bond, with a conversion price of CHF 3.00 and a conversion 
ratio of 1,123 shares per bond. 
 
   In addition, holders of the 2017/22 Bonds which accepted the Exchange 
Offer will receive an aggregate of 233,194 Santhera shares (or 26 shares 
per 2017/22 Bond). 
 
   The admission to trading and thereafter the listing of the 2021/24 Bonds 
will be applied for by Basler Kantonalbank as listing agent. The first 
trading day of the 2021/24 Bonds will be set, once the necessary 
approvals of SIX Exchange Regulation Ltd have been granted, and notified 
to the holders of the 2021/24 Bonds. 
 
   After the settlement and issuance of the new bonds, the Company's share 
capital will be as follows: 
 
 
 
 
Ordinary share capital                           26,201,136(1) 
Conditional capital for financings                   8,195,418 
Conditional capital for employee participation 
 programs                                            2,537,052 
Authorized capital                                   6,711,202 
(1) Of which more than 2,300,000 treasury 
 shares 
 
 
   Conversion of the 2021/24 Bonds, excluding any make whole interest, 
would utilize 10,080,371 underlying shares, the balance of 4,826,249 
conditional and authorized shares is expected to be required to satisfy 
existing agreements or additional financing. 
 
   Stifel Nicolaus Europe Limited is serving as sole financial advisor to 
the Company. 
 
   Related documents 
 
   Overview bonds issued by Santhera: 
https://www.santhera.com/investors-and-media/investor-toolbox/bonds 
 
   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 
 
 
   Corporate calendar 
 
   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=7pvHCJip8-h2OTgiw7Go_-hSa10FnpbcHISgE9oNZUovRGyGYAopFAxRPITOKWHp-ERlypQW4HkMg7Y4yOFm6jkFsEbhYKtPHiE3YkVvGYNBTVvgYqRAONuOrsB5Vk2S 
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) 
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. 
 
   Switzerland 
 

(MORE TO FOLLOW) Dow Jones Newswires

May 04, 2021 01:00 ET (05:00 GMT)

Stocks mentioned in the article
ChangeLast1st jan.
BASLER KANTONALBANK -0.31% 64 Delayed Quote.5.61%
SANTHERA PHARMACEUTICALS HOLDING AG -0.20% 2.45 Delayed Quote.-12.50%
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Financials
Sales 2021 25,0 M 27,8 M 27,8 M
Net income 2021 -22,3 M -24,8 M -24,8 M
Net Debt 2021 - - -
P/E ratio 2021 -2,93x
Yield 2021 -
Capitalization 63,9 M 70,8 M 70,9 M
Capi. / Sales 2021 2,56x
EV / Sales 2022 -0,91x
Nbr of Employees 86
Free-Float 61,5%
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Mean consensus UNDERPERFORM
Number of Analysts 2
Average target price 5,35 CHF
Last Close Price 2,45 CHF
Spread / Highest target 214%
Spread / Average Target 118%
Spread / Lowest Target 22,4%
EPS Revisions
Managers and Directors
NameTitle
Dario Eklund Chief Executive Officer
Andrew P. Smith Chief Financial Officer
Elmar J. Schnee Chairman
Martin Gertsch Vice Chairman
Philipp Gutzwiller Independent Director
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