Basilea launches a senior convertible bond issue
(Thomson Reuters ONE) -
Basilea Pharmaceutica AG /
Basilea launches a senior convertible bond issue
. Processed and transmitted by NASDAQ OMX Corporate Solutions.
The issuer is solely responsible for the content of this announcement.
This press release or the information contained therein is not being issued and
may not be distributed in the United States of America, Canada, Australia or
Japan and does not constitute an offer of securities for sale in such countries
Basel, Switzerland, December 9, 2015 - Basilea Pharmaceutica Ltd. (SIX: BSLN)
announces today the launch of CHF 175 million senior unsecured convertible bonds
due 2022 with the possibility of Basilea to increase by a maximum of CHF 25
million to CHF 200 million.
Basilea intends to use the net proceeds from this convertible bond issue,
together with cash and cash equivalents on hand (1) to participate in a U.S.
phase 3 development program for ceftobiprole, (2) to support and expand the
commercialization of CRESEMBA(®) and Zevtera(®), (3) to support post-approval
pediatric studies approved by the European Medicines Agency for isavuconazole
and ceftobiprole in Europe, (4) to advance its oncology product candidates, and
(5) for working capital and other general corporate purposes, including
investments in or in-licensing of complementary businesses, technologies,
products or assets.
The Bonds are expected to carry a coupon of between 2.75% and 3.50% per annum,
payable semi-annually in arrear, and have a conversion price set at a premium of
between 25% and 30% over the volume weighted average price of the shares today.
The number of shares to be delivered upon conversion shall be sourced from
conditional capital and authorized capital. The final terms of the Bonds will be
determined through an institutional book building process and are expected to be
announced later today after the conclusion of the process.
The Bonds will be provisionally allocated to investors participating in today's
book building. Such allocation of the Bonds will be subject to a pro-rata
reduction relative to the number of advance subscription rights exercised by
existing shareholders during the rights exercise period ("clawback").
Existing shareholders will be fully granted advance subscription rights to
subscribe for the newly issued Bonds in proportion to their current
shareholding, subject to selling restrictions. Each shareholder has the right to
purchase 1 Bond of CHF 5,000 nominal amount at issue price, for every 309 Shares
for an issue size of CHF 175 million or 270 Shares for an issue size of
CHF 200 million, held on 8 December 2015 after the close of trading. The advance
subscription rights will not be tradable. Advance subscription rights not
exercised by existing Basilea shareholders during the rights exercise period
from 14 December 2015 until 18 December 2015, 12:00 noon CET, will expire and
become null and void. Bonds for which advance subscription rights have been
validly exercised will be deducted pro rata from the allocation to investors who
participate in today's book building. Definitive allocations are expected to be
announced by Basilea on or around 21 December 2015.
Basilea intends to make an application for the Bonds to be admitted for listing
and trading on the SIX Swiss Exchange with provisional trading expected to start
on or about 15 December 2015. Payment and settlement of the Bonds is expected on
or about 23 December 2015.
Basilea agreed to a company lock-up ending 90 days after that date, subject to
customary exceptions.
The offering consists of a public offering in Switzerland and private placements
in certain jurisdictions outside of Switzerland and outside the United States in
reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and
in accordance with applicable securities laws, rules and regulations.
Basilea intends to withdraw its previously announced F-1 public offering of
common shares in the United States in the form of American Depository shares
following pricing of the convertible bond.
J.P. Morgan and UBS are acting as Joint Bookrunners on the offering.
Basilea is a Swiss-based biopharmaceutical company focused on the research,
development and commercialization of products targeting the medical challenge of
resistance and non-response to current treatment options in the therapeutic
areas of bacterial infections, fungal infections and cancer.
Basilea's common shares are listed on SIX Swiss Exchange.
Important information
This press release constitutes neither an offer to sell nor a solicitation to
buy securities of the Company and it does not constitute a prospectus or a
similar communication within the meaning of article 752, 652a and/or 1156 of the
Swiss Code of Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. The offer will be made solely by means
of, and on the basis of, a securities prospectus. An investment decision
regarding the publicly offered securities of the Company should only be made on
the basis of the securities prospectus. The prospectus is available free of
charge at UBS Investment Bank, Swiss Prospectus Library, P.O. Box, CH-8098
Zurich (telephone: +41 (0)44 239 47 03, facsimile: +41 (0)44 239 69 14 or email:
swiss-prospectus(at)ubs.com).
This communication is directed only to persons (i) who are outside the United
Kingdom or (ii) who have professional experience in matters relating to
investments and who fall within article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or
(iii) who fall within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Order (all such persons together being
referred to as "Relevant Persons"). Any investment or investment activity to
which this communication relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons. Any person who is not a Relevant
Person must not act or rely on this communication or any of its contents.
This communication is not for distribution in the United States, Canada,
Australia or Japan. This communication does not constitute an offer to sell, or
the solicitation of an offer to buy, securities in any jurisdiction in which is
unlawful to do so. In particular, this communication is not an offer of
securities for sale in the United States. Securities may not be offered or sold
in the United States absent registration under the Securities Act of 1933 or an
exemption from registration. The securities referred to in this communication
have not been and will not be registered under the Securities Act and will not
be publicly offered or sold in the United States.
This communication does not constitute an "offer of securities to the public"
within the meaning of Directive 2003/71/EC of the European Union (the
"Prospectus Directive") of the securities referred to in it (the "Securities")
in any member state of the European Economic Area (the "EEA"). Any offers of the
Securities to persons in the EEA will be made pursuant to an exemption under the
Prospectus Directive, as implemented in member states of the EEA, from the
requirement to produce a prospectus for offers of the Securities.
Disclaimer
This communication expressly or implicitly contains certain forward-looking
statements concerning Basilea Pharmaceutica Ltd. and its business. Such
statements involve certain known and unknown risks, uncertainties and other
factors, which could cause the actual results, financial condition, performance
or achievements of Basilea Pharmaceutica Ltd. to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. Basilea Pharmaceutica Ltd. is providing this
communication as of this date and does not undertake to update any forward-
looking statements contained herein as a result of new information, future
events or otherwise.
For further information, please contact:
+-----------------------------+--------------------------------+
| Media Relations | Investor Relations |
+-----------------------------+--------------------------------+
| Peer Nils Schröder, PhD | Barbara Zink, PhD, MBA |
| Head Public Relations & | Head Corporate Development |
| Corporate Communications | |
| +41 61 606 1102 | +41 61 606 1233 |
| media_relations(at)basilea.com | investor_relations(at)basilea.com |
+-----------------------------+--------------------------------+
This press release can be downloaded from www.basilea.com.
Press release (PDF):
http://hugin.info/134390/R/1972306/721354.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Basilea Pharmaceutica AG via GlobeNewswire
[HUG#1972306]
Unternehmensinformation / Kurzprofil:
Datum: 09.12.2015 - 07:15 Uhr
Sprache: Deutsch
News-ID 438450
Anzahl Zeichen: 10184
contact information:
Town:
Basel
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 451 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Basilea launches a senior convertible bond issue"
steht unter der journalistisch-redaktionellen Verantwortung von
Basilea Pharmaceutica AG (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
