Santhera Reports Interim Results on Convertible Bond Exchange Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Pratteln, Switzerland, April 20, 2021 – Santhera Pharmaceuticals (SIX: SANN) announces that so far an aggregate principal value of around CHF 39.6 million, or 66% of its CHF 60 Million Convertible Bonds, have been accepted for exchange under the Exchange Offer announced on March 25, 2021. Bondholders who have not yet accepted the Exchange Offer will be able to do so during the additional acceptance period ending on April 27, 2021, 5:00 p.m. CEST. In parallel to the Exchange Offer, voting on the bondholders' resolution continues.

By Notice of Repurchase Offer dated March 25, 2021 (the Notice), Santhera Pharmaceuticals Holding AG announced an offer to exchange its outstanding CHF 60 million 5% Convertible Bonds due 2022 (the 2017/22 Bonds) on the terms set out in the Notice (the Exchange Offer).

Interim result and satisfaction of minimum acceptance rate
As of the end of the offer period, according to preliminary figures, bondholders have accepted the Exchange Offer with respect to 2017/22 Bonds with an aggregate principal amount of CHF 39,620,000, corresponding to 66.03% of all 2017/22 Bonds in circulation. The 50% minimum acceptance rate has therefore been exceeded. Neither the Company nor any persons acting in concert with the Company held any 2017/22 Bonds as at the end of the offer period.

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 had accepted the Exchange Offer (positions included in the above-mentioned preliminary figures).

Additional acceptance period, acceptance of the Exchange Offer and settlement
The additional acceptance period of five SIX trading days for the subsequent acceptance of the Exchange Offer will commence on April 21, 2021 and end on April 27, 2021, 5:00 p.m. CEST. Bondholders should be aware that their custodian bank may set a deadline for accepting the Exchange Offer that ends prior to April 27, 2021, 5:00 p.m. CEST, and should proceed according to the instructions of their custodian bank.

Settlement is expected to take place on May 4, 2021, subject to satisfaction or waiver of offer conditions (b), (c), (d) and (e), as set out in the Notice, which remain in effect until the settlement of the Exchange Offer.