Press Release : Santhera's Shareholders Approve all Board Proposals at Today's Extraordinary General Meeting

 
 
   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ANY 
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 
 
   Pratteln, Switzerland, March 18, 2021 -- Santhera Pharmaceuticals (SIX: 
SANN) announces that its shareholders have approved all proposals by the 
Board of Directors at the Extraordinary General Meeting (EGM) held today 
at the Company's domicile in Pratteln, Switzerland. In total, 5,878,667 
shares equaling 28% of the Company's share capital were represented. 
 
   "We are truly grateful to Santhera's shareholders for their strong vote 
of confidence," said Elmar Schnee, Chairman of the Board of Directors. 
"Our shareholders have paved the way for a restructuring of Santhera's 
outstanding bond and we encourage bondholders who have not yet cast 
their vote to do so during the current extension period. We plan to 
raise additional capital, subject to a successful restructuring of 
Santhera's outstanding bond, in order to prepare for a launch following 
a positive top-line study readout with vamorolone in the second 
quarter." 
 
   All motions by the Board approved 
 
   As announced in the recent corporate update, Santhera's Board of 
Directors had called the EGM mainly to propose to the shareholders the 
authorization and issuance of the shares required to implement planned 
financing activities, the restructuring of its CHF 60 million 5% 
Convertible Bonds due 2022 (2017/22 Bonds) and for future use by the 
Company. Today, the shareholders supported all motions by the Board and 
approved an ordinary capital increase by CHF 312,000, an increase of the 
authorized capital to the statutory limit of 50% of the issued share 
capital and an increase of the total of the two conditional capitals to 
the same 50% limit (including an increase of conditional capital for 
employee participations of CHF 1,850,000). The shareholders also 
endorsed a both time- and performance-based equity instrument for 
Executive Management in the form of performance share units (PSU). 
 
   Shares for envisaged bond conversion approved -- extension period for 
casting votes ongoing 
 
   Santhera intends to use part of the approved new capital for 
restructuring its 2017/22 Bonds as outlined in the invitation to the 
bondholders' meeting of March 8, 2021. Although 89% of the bonds 
represented at that meeting, equaling 58% of the total bonds outstanding, 
voted in favor of the resolution, these votes did not meet the required 
threshold of 2/3 of all outstanding Bonds (or CHF 40 million) for the 
resolution to be passed. Santhera has determined that a restructuring of 
the Bonds is required to enable Santhera to raise additional financing, 
if the pivotal VISION-DMD readout expected for Q2-2021 is positive, and 
is therefore also crucial to preserve the Company as a going concern 
until after such subsequent financing. Bondholders who have not yet cast 
a vote may still do so until May 8, 2021, unless the Company would 
decide on a shorter period to apply. 
 
   The agenda for the EGM can be viewed 
https://www.globenewswire.com/Tracker?data=WP1mhHU5kEQ7verFZsbpwcaGffvOC2qCIX9BO3NXsF4UXy9JQ2BJGPZYJSKoUS0emBYS_vlg8Ycd4kQjelA4lmRjQHUHoI3lJzkEnJ7-ahcGRfHnZ9nslyHbE8RxCATO2pv0QJdw4uiMo_2Tb-QDdU87awWb8QXXmkSHhDLIduE= 
here, where the minutes of the Extraordinary General Meeting 2021 will 
also be available from the end of next week. 
 
   Related Documents 
 
   Forms to cast bondholder votes are available 
https://www.globenewswire.com/Tracker?data=WP1mhHU5kEQ7verFZsbpwVYtRqHOGYYKJ1ylgdxbqEBJHx6FpA5IFb58aJMxgs7AhwSVDI8U6JnVpAonqBz4bdHEwc56QJsmGi2GXUTMEG5aAxxbrClaawqRsifnyR9flch5GRxnDjmCDs-U1uawKCLJ-g52hOsWsG_CajlDJok= 
here. 
 
   Press release "Santhera Announces Corporate Update and Proposal to 
Strengthen Capital Structure": 
https://www.globenewswire.com/Tracker?data=t475Gy6tGSKbFRbe5Y7OQ8oX7lmQCEI_aCciC2uoKPbp7NkcCqrijh1wXejIVJyW9Q6E4QjIjYUve69lZx35h7ruxNfmamC_0UpFcwiUrthRHCxyE7F7MiVWzYeTk2Lr4XWrJXzBJt5qjZ795aY66x9RpUX3I9BaolcwtxK-Iow= 
Link. 
 
   Accompanying documents for Bondholders' Meeting (March 8, 2021) and the 
EGM (March 18, 2021) can be viewed at 
https://www.globenewswire.com/Tracker?data=LW5ka503MOx7Qm3XADj7hCgP_DXmhdTsRskVdBaXuWFsbrA48alUdHpxLNIryKBlp5cj_OslejZW7x-MWGbOb5IGG4Yf87nZH9jahn5KAnzxFzXjDR_3iVWBmjeUNTYn1jVRhYbJuNMyJB_2qmoD8N2Cnh_ZQHCtiw8ssb4lXmIXBrb_L_z3lm_cotrD1-uASq892qlFO6FA6rvu6XAlyZMcnOptZ9Rmoi7aOk33IaH3x6zIO0TFZYhXfssfvor4Xga0kcNi0CemagJDO9GEbg== 
http://www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings 
 
 
   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 fibros.is (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=94l6Twxq8hecmMR9Td2KhvY9_z7om4E2bSKEUVrlipQhC2gEvd7Ql9DfGOXZWS6749GDJnJG7ojsfOgKqH_ndA== 
www.santhera.com. 
 
   Raxone(R) is a trademark of Santhera Pharmaceuticals. 
 
   For further information please contact: 
 
   https://www.globenewswire.com/Tracker?data=UL649mImnTvr0yJEYaiqubSLGfJUgjBWKfu_WRa_mgwRATxbTFvzo-04yUq3iqvK3xKoUBlDnorx_g7XUPjsiH0qR2vi8hMel9dacnyEMIetw51HF7L9bpb9LBvkOyJS 
[e-mail] or 
 
   Eva Kalias, Head External Communications 
 
   Phone: [phone] 
 
   [e-mail] 
 
   Disclaimer / Forward-looking statements 
 
   This publication is not intended to constitute an offer or solicitation 
to purchase or invest in securities of Santhera Pharmaceuticals Holding 
AG in any jurisdiction. 
 
   The securities referred to in this publication, including in connection 
with the contemplated transaction described in this publication, may not 
be publicly offered, directly or indirectly, in Switzerland within the 
meaning of the Swiss Financial Services Act ("FinSA"). Neither this 
communication nor any other information material relating to the 
securities referred to in this publication constitutes advertisement 
within the meaning of the FinSA or a prospectus pursuant to the FinSA, 
and no such prospectus has been or will be prepared for or in connection 
with the transaction described in this publication. 
 
   This publication does not constitute an offer to sell, or a solicitation 
of an offer to purchase, any securities in the United States. The 
securities of Santhera Pharmaceuticals Holding AG to which these 
materials relate have not been and will not be registered under the 
United States Securities Act of 1933, as amended (the "Securities Act"), 
and may not be offered or sold in the United States absent registration 
or an applicable exemption from, or in a transaction not subject to, the 
registration requirements of the Securities Act. There will not be a 
public offering of securities in the United States. 
 
   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. 
 
   # # # 
 
 
 
   Attachment 
 
 
   -- 2021 03 18_EGM resolutions_e_finalx 
      https://ml-eu.globenewswire.com/Resource/Download/b78af0bd-72b1-4dc3-9435-65c5aae2224c

(END) Dow Jones Newswires

March 18, 2021 12:45 ET (16:45 GMT)