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 6, 2021 -- Santhera Pharmaceuticals (SIX: SANN) gives an update on the restructuring of its CHF 60 Million Convertible Bonds and the options from which bondholders may choose. As from today, April 6, 2021, holders of Santhera's outstanding CHF 60 million 5% Convertible Bonds due 2022 (the 2017/22 Bonds) are able to accept the exchange offer that Santhera had announced on March 25, 2021, subject to applicable offer restrictions. The exchange offer is open for acceptance until Monday, April 19, 2021, 5:00 p.m. CEST, unless extended by Santhera. The interim results of the exchange offer are expected to be published on April 20, 2021. If Santhera declares the exchange offer successful, an additional acceptance period is expected to begin on April 21, 2021, and end on April 27, 2021, 5:00 p.m. CEST. In parallel, 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. 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 accept the exchange offer. 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. "The recent support of Santhera's shareholders in approving additional capital has paved the way for a restructuring of our outstanding bond. In order to achieve this, we encourage all bondholders to consider this exchange offer in addition to the ongoing consent process," said Dario Eklund, CEO of Santhera. "Such a restructuring of Santhera's capital structure is the best way to secure the Company's operations past the 6-month VISION-DMD data readout, after which, if positive, we will seek additional financing to fuel our future growth plans." Currently, 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), and (2) accept the exchange offer 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. To vote on the bondholders' resolution, bondholders should fill out and submit the forms that are published on the Santhera website under https://www.globenewswire.com/Tracker?data=1f-D_X5cR9NkFkTXT7DAjUFOqfuxAjQqR3F93rJE0WM4r7nw2zRa5lvUx3JAStxALZPyMa79p8VTwZl7C91tVsphUoFDkdqg8_olUDeQWq4QzmrhP0cRSXUL985j8M4IpCZul4LlNXF_N6Gx2A2LAwPEWCCrHEc8-Ewfp5heZjHvC4pBoLfWTq239_68tYJGd5QEkVVPdmbP3nctHgScUEzBEf_xdfL_MLoQLfb7FVza7EpPd9xsPURCzcwXma_3 www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings. To accept the exchange offer, bondholders should instruct their custody bank accordingly. Bondholders requiring assistance or additional information on the procedures are invited to contact Santhera Pharmaceuticals Holding AG, Hohenrainstrasse 24, 4133 Pratteln (email: https://www.globenewswire.com/Tracker?data=-Cd5zCRzWFTjP4sEt8NpHgS-3s-2L8lpQYSHXVyL7EWGzQkeiCyRnfS8D01xUhX6OIGaLJz-xLxD12kzaXyeHJfF5t_vLN9G8lKO6acN4Dp0p4v1u8J_bH_UiTw6ydvv daniela.glatz@santhera.com; phone: +41 61 906 89 50). Related Documents Forms to cast bondholder votes are available https://www.globenewswire.com/Tracker?data=24_i7J1efQpTJ5TlB47PPDgybO_7IfbpIJ_IbxPwXJBBjX-CGgVbXhUImLWxEQcr2cZ2gOswpoTs_QbBZiecY1v202yw36JAkmGwfSxZfJdGKMf3sWKxu_pkqFMRiBZYQxyhF_2Us2T4Vuz0VUgQWVhUjl14gl262iS3beglFCY= here. Invitation to the Bondholders' Meeting (March 8, 2021), the EGM (March 18, 2021) and accompanying documents: https://www.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbU5bw-zN3N36ucX1gA0MaqGL9pg-WDNAPpAAOOfWm4ulKvdPNAatO6_RfUdpYgO267-gDf3LfyWykZs7koxm7ZbWZX1iPbbae6z5f92doqHIoWqAY2GaMiESaz34GdFmY6f_kCe18ksmuC4JOQMC0LHjZ0R5lXvk3gCHmB1olOEx-BvxVwyuEw1dWhIrEMMTFGBQA9RgzrpwVPQhKkPLYMocfYiL_sYTRUiGbZLq2BU0x6mkaPQLAgC9n29D48DcgoQ== http://www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings Notice of a Repurchase Offer (Exchange of CHF 60,000,000 Senior Unsecured Convertible Bonds due 2022): https://www.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbUzgj2bpImCt8VPwmJDTRz_WVVGee5sjH5NG_Mxkyyenr1EvZkXZwB0FDXyw8ZqvN_hiJgRzLziLFmTTcD2kFfTHrFoGpK1bgXjuu5P92VK5E387Pezz3S6X7IjKvy34irlVUDq1LdTJTRH8T0IK-OOJ5xuPhMMClfWmdKND9hYETJby2PzQ0fSyyXEWUkVJr2Z8hUs-WdRTQqVd-jpIVkvp4D_Co_pdpw6FL1Xw3QSpfvFejywBpmsRjUj4tgHYf3g== https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering Preliminary Issuance and Listing Prospectus Regarding the New Bonds: https://www.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbUzgj2bpImCt8VPwmJDTRz_WVVGee5sjH5NG_Mxkyyenr1EvZkXZwB0FDXyw8ZqvN_hiJgRzLziLFmTTcD2kFfTHrFoGpK1bgXjuu5P92VK5ElXx1Z_W12S3hMmo36aQf5h_B_eb0SbKZIhyK5EJp8wMzAplxMHH1l1uaO7krUrTLcwXqd3sQLZPXSTti1dfxTKMDOWz2o84BabKIyMoZI3PbIUfkXkLYjbuP7hdXAwwTe2BkUwklLaNnO199aP2AUg== https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering Corporate calendar April 27, 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 https://www.globenewswire.com/Tracker?data=1f-D_X5cR9NkFkTXT7DAjd2b8WuIM9eHwi-NJTolhgLd0C8knfDniPdPFJWBVkCaa0ZlbHPQGl-R-R5CnHfc9g== www.santhera.com. Raxone(R) is a trademark of Santhera Pharmaceuticals. For further information please contact: https://www.globenewswire.com/Tracker?data=XMvDzcLCRpVJSIHfBVtKQ-gnrP8wX5lKckqf0Q9wFAdIE-d4DyHzq7qvWd0njABHeZPEYD2tbeVVij2aobGDJfkwA7mw2X8Vfhb3ixiqT4d5t7NezsaV_8ylb9E8nxuM public-relations@santhera.com or Eva Kalias, Head External Communications Phone: +41 79 875 27 80 eva.kalias@santhera.com Forward-looking statements This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Santhera Pharmaceuticals Holding AG. This publication may contain certain forward-looking statements concerning the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company 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. The Company 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
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