Basilea announces the start of the offer period of its partial repurchase offer for its outstanding convertible bonds due 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

Basel, Switzerland, July 10, 2020

After publication of the Offer Notice on 25 June 2020 and the end of the cooling-off period, Basilea Pharmaceutica Ltd. (SIX: BSLN, the “Offeror”) announces the start of the offer period of its partial repurchase offer for at least CHF 90 million and up to CHF 110 million in principal amount of its outstanding convertible bonds due 2022 (the "Repurchase Offer"). The Repurchase Offer price amounts to 100.50% of the principal amount plus accrued and unpaid interest. The tender offer period starts today and is expected to expire at 4pm CEST on July 16, 2020 (custodian agents generally shorten this deadline for their clients). The settlement date is expected to occur on July 28, 2020. The bonds are listed and traded at SIX Swiss Exchange (ISIN: CH0305398148; SSN: 30'539'814) (the "Bonds"). 

The tender offer is submitted after the successful launch, provisional allocation and pricing of CHF 125 million senior unsecured convertible bonds due 2027 (the “New Bonds”) on June 24, 2020. The New Bonds serve primarily to finance the Repurchase Offer. The final allocation of the New Bonds will depend on the successful repurchase under the Repurchase Offer. The Offeror may clawback the New Bonds in an amount of up to CHF 25 million subject to the principal amount of Bonds tendered in the Repurchase Offer. Moreover, the conversion price of the New Bonds will only be determined in a delta placement of existing shares of the Offeror after the end of the offer period under the Repurchase Offer. The Repurchase Offer is therefore subject to:

• the delta placement resulting in a reference price, i.e. the price to which the conversion premium is added to obtain the conversion price; and
• the conversion price of the New Bonds being at least CHF 46.9993; and
• the placement of the New Bonds in the minimal amount of CHF 100,000,000 in principal amount and the valid tender of at least CHF 90,000,000 in principal amount of the Bonds.

The Company will only accept for purchase Bonds up to a maximum of aggregate principal amount being the lower of (i) CHF 110,000,000 and (ii) the aggregate principal amount of the New Bonds minus CHF 10,000,000.