Santhera Launches Exchange Offer for its CHF 60 Million Convertible Bonds
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Pratteln, Switzerland, March 25, 2021 – Santhera Pharmaceuticals (SIX: SANN) announces an offer to exchange its outstanding CHF 60 million 5% Convertible Bonds due 2022 on the same economic terms as previously proposed to the bondholders' meeting of March 8, 2021.
Santhera announces the publication of an offer (the Exchange Offer) to the holders of its outstanding CHF 60 million 5% Convertible Bonds due 2022 (ISIN: CH0353955195, the 2017/22 Bonds) to exchange all 2017/22 Bonds in circulation. Santhera launches the Exchange Offer following the recent bondholders’ meeting held on March 8, 2021. At that meeting, a large majority of 89% of bonds represented voted in favor of the amendments to the terms of the 2017/22 Bonds proposed by the Company, however, the required threshold of 2/3 of all bonds outstanding to pass the amendments was not met. With the Exchange Offer, Santhera wishes to enable the holders of the 2017/22 Bonds to exchange their 2017/22 Bonds on a voluntary basis on the same economic terms, mutatis mutandis, as had been proposed to the bondholders’ meeting.
In exchange for each 2017/22 Bond with a nominal value of CHF 5,000, Santhera offers
- 26 shares of Santhera and
- one new 7.5% Convertible Bond due on August 17, 2024 with a nominal value of CHF 3,375 and a significantly reduced conversion price, to be issued by the Company and to be listed on the SIX Swiss Exchange (each a New Bond, see details in table).
Highbridge Tactical Credit Master Fund, L.P., the largest holder of the 2017/22 Bonds holding 32% of all 2017/22 Bonds in circulation, has informed the Company that it will accept the Exchange Offer.
The Company believes that a restructuring of the 2017/22 Bonds is needed to enable it to raise additional financing, if the pivotal VISION-DMD readout expected for the second quarter of 2021 is positive. Such restructuring is therefore also crucial to preserve the Company as a going concern until after such subsequent financing.
Key differences between the 2017/22 Bonds and the New Bonds:*
|Bond Term||2017/22 Bonds||New Bonds|
|Conversion price per share||CHF 64.80||115% of the lower of (a) CHF 4.80 (closing share price on SIX Swiss Exchange on February 15, 2021) and (b) the average (mean) of the daily VWAP of one share for the five trading days immediately preceding (but excluding) the settlement of the Exchange Offer, but in the case of (a) or (b) not less CHF 2.50.|
|Maturity||February 17, 2022||August 17, 2024|
|Nominal value per bond||CHF 5,000||CHF 3,375|