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, 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 as a financial 
promotion is only being made to 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 falling within Article 43(2) of 
the Order, or 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) or in the 
United Kingdom (each, a Relevant State), this Notice is only addressed 
to, and is only directed at, qualified investors in that Relevant State 
within the meaning of Regulation (EU) 2017/1129 (the Prospectus 
Regulation). Each person in a Relevant State who receives any 
communication in respect of the Exchange Offer contemplated in this 
Notice 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. The 2017/22 Bonds have 
not been admitted to trading on a regulated market in the EEA or in the 
United Kingdom. 
 
   Switzerland 
 
   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.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbUzgj2bpImCt8VPwmJDTRz_WVVGee5sjH5NG_Mxkyyenr1EvZkXZwB0FDXyw8ZqvN_hiJgRzLziLFmTTcD2kFfTHrFoGpK1bgXjuu5P92VK5EUbSJxrrPCjJaCiB01rO5_o15KElHpW0dnx2G5TaTXWmwVkzZxOoHHPPkv61Zz-lrRl9564UHq1P_OnNbUcyaxQPOGMP1_iahTQh5_gi0hzzW7WNKA2DymTfoyTY7B7M3X7DNxypsuSGy_8k02WH3NQ== 
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. 
 
   # # # 
 
   Attachment 
 
 
   -- 2021 04 06_Bond Exchange Update_e_final 
      https://ml-eu.globenewswire.com/Resource/Download/894c02cc-2fb0-466b-b826-e4871c949e5c

(END) Dow Jones Newswires

April 06, 2021 01:00 ET (05:00 GMT)