Santhera Successfully Places CHF 60 million Senior Convertible Bonds
(Thomson Reuters ONE) -
Santhera Pharmaceuticals Holding AG /
Santhera Successfully Places CHF 60 million Senior Convertible Bonds
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The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
Liestal, Switzerland, February 10, 2017 - Santhera Pharmaceuticals (SIX: SANN)
announces the launch of an offering of CHF 50 million senior unsecured
convertible bonds (the "Convertible Bonds") due 2022 with the possibility of an
increase by a maximum of CHF 10 million to CHF 60 million.
Santhera intends to use the net proceeds from this placement primarily to fund
the commercialization of Raxone(®) in the currently approved indication, to
prepare the market entry and commercial launch in subsequent indications, for
investment into further clinical trials with Raxone and for other corporate
purposes.
The Convertible Bonds have a 5-year maturity, are expected to carry a coupon of
between 4.5% and 5.0% per annum, payable semi-annually in equal instalments in
arrear, and have a Conversion Price set at a premium of 20% to 25% over the
volume weighted average price (VWAP) of the shares today between launch and
pricing (the "Reference Share Price"). The Conversion Price will be reset after
the first year if the VWAP of the shares during a specified period of time will
be below the Reference Share Price. The new Conversion Price must not be lower
than 75% of the Conversion Price at issuance. In addition, Santhera may call the
Convertible Bonds at any time on or after the second anniversary of the issue
date at par, plus accrued interest, if any, if the VWAP of the shares is at
least 160% of the Conversion Price.
The number of shares to be delivered upon conversion shall be sourced from
conditional capital and, if needed, authorized capital. Subject to the approval
by the Annual Shareholders' Meeting on April 4, 2017, the Board of Directors
plans to increase conditional capital by an amount that is sufficient to satisfy
all conversion rights attached to the Convertible Bonds by delivery of shares
solely out of the Company's conditional capital. The preemptive rights of the
shareholders to subscribe the Convertible Bonds have been excluded for this
offering.
The final terms of the Convertible Bonds will be determined through an
institutional bookbuilding process and are expected to be announced later today
after the conclusion of the process.
Application will be made for the Convertible Bonds to be admitted for listing
and trading on the SIX Swiss Exchange, with provisional trading expected to
start on or around February 16, 2017. Payment and settlement of the Convertible
Bonds is expected to be on or around February 17, 2017.
Santhera agreed to a company lock-up ending 90 days after that date, subject to
customary exceptions.
The offering consists of (i) a public offering of bonds to investors in
Switzerland and (ii) private placement of bonds in certain other jurisdictions
outside Switzerland, the United States, Canada, Japan and Australia in reliance
on Regulation S under the U.S. Securities Act of 1933, as amended, on exemptions
provided by the directive 2003/71/EC, and in accordance with applicable
securities laws.
Bank am Bellevue and Kepler Cheuvreux are acting as Joint Bookrunners on the
Convertible Bond offering.
About Santhera
Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical company
focused on the development and commercialization of innovative pharmaceutical
products for the treatment of orphan mitochondrial and neuromuscular diseases.
Santhera's lead product Raxone is authorized in the European Union, Norway,
Iceland and Liechtenstein for the treatment of Leber's hereditary optic
neuropathy (LHON). For Duchenne muscular dystrophy (DMD), the second indication
for Raxone, Santhera has filed a Marketing Authorization Application (MAA) in
the European Union and Switzerland. In collaboration with the US National
Institute of Neurological Disorders and Stroke (NINDS) Santhera is developing
Raxone in a third indication, primary progressive multiple sclerosis (PPMS), and
omigapil for congenital muscular dystrophy (CMD), all areas of high unmet
medical need. For further information, please visit the Company's website
www.santhera.com.
Raxone(®) is a trademark of Santhera Pharmaceuticals.
For further information, contact:
Thomas Meier, PhD, Chief Executive Christoph Rentsch, Chief Financial
Officer Officer
Phone +41 61 906 89 64 Phone +41 61 906 89 65
thomas.meier(at)santhera.com christoph.rentsch(at)santhera.com
US investor contact: US Public Relations contact:
Hans Vitzthum, LifeSci Advisors, LLC Deanne Eagle, Planet Communications
Phone +1 212 915 2568 Phone +1 917 837 5866
hans(at)lifesciadvisors.com deanne(at)planetcommunications.nyc
Disclaimer / Forward-looking statements
This communication does not constitute an offer or invitation to subscribe for
or purchase any securities of Santhera Pharmaceuticals Holding AG. This
announcement may include projections and other "forward-looking" statements,
expectations or estimates. Such statements reflect the current views of Santhera
about future or uncertain events, achievements or performance. No assurances can
be given that such events, achievements or performance will occur or have
occurred as projected or estimated and actual events and results may differ
materially from these statements. Readers should therefore not place reliance on
these statements. The Company disclaims any obligation to update these
statements.
Important Cautionary Statement
This press release is not for release, publication or distribution in the United
States of America, Canada, Japan or Australia, or in any other jurisdiction in
which such distribution would be prohibited by applicable law.
This announcement is an advertisement and not a prospectus and not an offer of
securities for sale in any jurisdiction, including in or into the United States
of America, Australia, Canada or Japan or any jurisdiction in which offers or
sales of the securities would be prohibited by applicable law. Neither this
announcement nor anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or commitment whatsoever in any jurisdiction.
This announcement does not constitute an offer to sell, a solicitation of an
offer to buy any of the bonds nor underlying shares described herein, or any
kind of advice, nor shall there be any offer, solicitation or sale in any
country or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
country or jurisdiction. This press release also does not constitute a
prospectus as such term is understood pursuant to article 652a or article 1156
of the Swiss Federal Code of Obligations or a listing prospectus within the
meaning of the listing rules of the SIX Swiss Exchange.
The relevant information on the bonds and the issuer is only available in the
preliminary and the final prospectus, respectively, the latter of which is
currently expected to be published on or around February 13, 2017. The bonds are
subject to the selling restrictions set out in the prospectus. The preliminary
and the final prospectus will be available free of charge at Bank am Bellevue
AG, Seestrasse 16, 8700 Küsnacht/Zurich, Switzerland (telephone number:
+41 44 267 67 67; facsimile number: +41 44 267 67 50; email:
prospectus(at)bellevue.ch), during regular business hours.
This announcement and the information contained herein are not for distribution,
directly or indirectly, in or into the United States of America and must not be
distributed to U.S. persons (as defined in Regulation S of the U.S. Securities
Act of 1933, as amended ("Securities Act")) or to publications with a general
circulation in the United States. The securities referred to herein have not
been and will not be registered under the Securities Act or any state securities
laws and may not be offered or sold in the United States absent registration or
an applicable exemption from such registration requirements.
Within the United Kingdom, this announcement is directed only to persons having
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant
persons"). The investment or investment activity to which this announcement
relates is only available to and will only be engaged in with relevant persons
and person who receive this announcement who are not relevant persons should not
rely or act upon it.
# # #
News Release Bond Pricing:
http://hugin.info/137261/R/2077793/781681.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Santhera Pharmaceuticals Holding AG via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 10.02.2017 - 15:06 Uhr
Sprache: Deutsch
News-ID 523415
Anzahl Zeichen: 10708
contact information:
Town:
Liestal
Kategorie:
Business News
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