Santhera Reports End 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 27, 2021 – Santhera Pharmaceuticals (SIX: SANN) announces that an aggregate principal value of around CHF 45 million, or 75% of its CHF 60 Million Convertible Bonds, have been accepted for exchange under the Exchange Offer announced on March 25, 2021. In parallel and separately from the results of the Exchange Offer, voting on the bondholders' resolution still 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).
As of the end of the additional acceptance period, according to preliminary figures, bondholders have accepted the Exchange Offer with respect to 2017/22 Bonds with an aggregate principal amount of CHF 44,845,000, corresponding to 74.7% of all 2017/22 Bonds in circulation. Neither the Company nor any persons acting in concert with the Company held any 2017/22 Bonds as at the end of the additional acceptance period.
Based on the above figures, an aggregate of 233,194 consideration shares as well as 2021/24 Bonds (as defined in the Notice) with an aggregate principal amount of CHF 30,270,375 would have to be delivered to the holders of the 2017/22 Bonds who accepted the Exchange Offer.
Settlement of the Exchange Offer is 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. Santhera expects to announce the settlement date or a postponement of the settlement, as provided in the Notice, on Monday, May 3, 2021 at the latest.
Voting on bondholders' resolution continues
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. Santhera still requires further votes in order to reach the necessary two thirds majority. If a two thirds majority is achieved before the settlement date of the Exchange Offer, the Exchange Offer would not be completed.