Santhera Launches Placement of Shares through Accelerated Bookbuilding
Pratteln, Switzerland, December 12, 2018 - Santhera Pharmaceuticals Holding Ltd (SIX: SANN) announces the launch of an ordinary capital increase of up to 5,000,000 registered shares with a nominal value of CHF 1 each to be offered through an accelerated bookbuilding.
Following the resolution regarding the ordinary share capital increase adopted by the Extraordinary General Meeting held yesterday, Santhera launches the placement of up to 5,000,000 registered shares of the Company to be newly issued with a nominal value of CHF 1 each. These shares will be offered by way of an accelerated bookbuilding in a public offering in Switzerland, in private placements in certain jurisdictions outside of the United States and Switzerland (in reliance on Regulation S under the U.S. Securities Act) and in private placements within the United States to qualified institutional buyers (in reliance on Rule 144A under the U.S. Securities Act). Pursuant to the EGM resolution, subscription rights of the existing shareholders are excluded.
As a result of the capital increase and assuming all 5,000,000 offered shares are placed, Santhera's share capital will increase from CHF 7,527,479 to CHF 12,527,479, divided into 12,527,479 registered shares with a nominal value of CHF 1 each.
The Company intends to use the CHF-equivalent of USD 20 million of the net proceeds to pay the cash component of the consideration to Idorsia for the acquisition of the option for the exclusive sub-license relating to ReveraGen's vamorolone. The Company intends to use any net proceeds in excess of that amount for general corporate purposes, including potential capital expenditures, general research and development and/or the acquisition or in-licensing of additional compounds, product candidates, technology or businesses. The Company intends to complete the offering as long as the net proceeds exceed the CHF equivalent of USD 20 million.
Subject to certain customary exceptions, the Company has agreed that, during the period ending 90 days after the first day of trading of the new shares, the Company shall not issue or sell any additional shares or securities convertible into or exchangeable or exercisable for shares or warrants or other rights to purchase shares.
The Company expects that the offered shares will be listed and admitted to trading on the SIX Swiss Exchange according to its International Reporting Standard shortly after completion of the accelerated bookbuilding.
To download the complete press release, follow this link: http://www.santhera.com/investors-and-media/investor-toolbox/capital-increase (country and other restrictions may apply).
Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical company focused on the development and commercialization of innovative medicines for rare and other diseases with high unmet medical needs. The portfolio comprises clinical stage and marketed treatments for neuro-ophthalmologic, neuromuscular and pulmonary diseases. Santhera's Raxone® (idebenone) is authorized in the European Union, Norway, Iceland, Liechtenstein and Israel for the treatment of Leber's hereditary optic neuropathy (LHON) and is currently commercialized in more than 20 countries. For further information, please visit www.santhera.com.
Raxone® is a trademark of Santhera Pharmaceuticals.
For further information please contact:
Eva Kalias, Head External Communications
Phone: +41 78 671 98 86
Christoph Rentsch, Chief Financial Officer Hans Vitzthum, LifeSci Advisors
Europe: +41 61 906 89 65 US: +1 212 915 2568
Disclaimer / Forward-looking statements
This communication does neither constitute an offer or invitation to subscribe for or purchase any securities of Santhera Pharmaceuticals Holding AG nor a prospectus within the meaning of art. 652a of the Swiss Code of Obligations or art. 27 et seq. of the Listing Rules of SIX Swiss Exchange. Investors should make their decision to buy shares of Santhera Pharmaceuticals Holding AG solely based on the offering memorandum dated as of 12 December 2018 by Santhera Pharmaceuticals Holding AG. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision. This publication may contain certain forward-looking statements concerning the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. The Company disclaims any obligation to update these forward-looking statements.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Santhera Pharmaceuticals Holding AG to which these materials relate have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will not be a public offering of securities in the United States.