Press Release: Santhera Announces Settlement of Exchange Offer and Issuance of New Senior Unsecured Convertible Bonds due 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN

WHICH IT WOULD BE UNLAWFUL TO DO SO

Pratteln, Switzerland, May 4, 2021 -- Santhera Pharmaceuticals (SIX:

SANN) announces the settlement of the exchange offer in respect of its

CHF 60 Million Convertible Bonds due 2022 and the issuance of CHF

30,270,375 Senior Unsecured Convertible Bonds due 2024.

Santhera Pharmaceuticals Holding AG is settling today its 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 of Repurchase

Offer dated March 25, 2021 (the Exchange Offer). Upon settlement,

2017/22 Bonds in the aggregate principal amount of CHF 15,155,000 remain

in circulation.

Santhera will issue today Senior Unsecured Convertible Bonds due 2024

(the 2021/24 Bonds) in the aggregate principal amount of CHF 30,270,375,

on the terms set out in the issuance and listing prospectus dated May 4,

2021, to those holders of the 2017/22 Bonds who accepted the Exchange

Offer. The principal amount/denomination of the 2021/24 Bonds is CHF

3,375 per bond, with a conversion price of CHF 3.00 and a conversion

ratio of 1,123 shares per bond.

In addition, holders of the 2017/22 Bonds which accepted the Exchange

Offer will receive an aggregate of 233,194 Santhera shares (or 26 shares

per 2017/22 Bond).

The admission to trading and thereafter the listing of the 2021/24 Bonds

will be applied for by Basler Kantonalbank as listing agent. The first

trading day of the 2021/24 Bonds will be set, once the necessary

approvals of SIX Exchange Regulation Ltd have been granted, and notified

to the holders of the 2021/24 Bonds.

After the settlement and issuance of the new bonds, the Company's share

capital will be as follows:

Ordinary share capital 26,201,136(1)

Conditional capital for financings 8,195,418

Conditional capital for employee participation

programs 2,537,052

Authorized capital 6,711,202

(1) Of which more than 2,300,000 treasury

shares

Conversion of the 2021/24 Bonds, excluding any make whole interest,

would utilize 10,080,371 underlying shares, the balance of 4,826,249

conditional and authorized shares is expected to be required to satisfy

existing agreements or additional financing.

Stifel Nicolaus Europe Limited is serving as sole financial advisor to

the Company.

Related documents

Overview bonds issued by Santhera:

https://www.santhera.com/investors-and-media/investor-toolbox/bonds

Notice of a Repurchase Offer (Exchange of CHF 60,000,000 Senior

Unsecured Convertible Bonds due 2022):

https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering

Preliminary Issuance and Listing Prospectus Regarding the New Bonds:

https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering

Corporate calendar

June 22, 2021 Annual General Meeting

About Santhera

Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical

company focused on the development and commercialization of innovative

medicines for rare neuromuscular and pulmonary diseases with high unmet

medical need. Santhera has an exclusive license for all indications

worldwide to vamorolone, a first-in-class dissociative steroid with

novel mode of action, currently investigated in a pivotal study in

patients with DMD as an alternative to standard corticosteroids. The

clinical stage pipeline also includes lonodelestat (POL6014) to treat

cystic fibrosis (CF) and other neutrophilic pulmonary diseases as well

as an exploratory gene therapy approach targeting congenital muscular

dystrophies. Santhera out-licensed ex-North American rights to its first

approved product, Raxone(R) (idebenone), for the treatment of Leber's

hereditary optic neuropathy (LHON) to Chiesi Group. For further

information, please visit www.santhera.com.

Raxone(R) is a trademark of Santhera Pharmaceuticals.

For further information please contact:

public-relations@santhera.com

https://www.globenewswire.com/Tracker?data=7pvHCJip8-h2OTgiw7Go_-hSa10FnpbcHISgE9oNZUovRGyGYAopFAxRPITOKWHp-ERlypQW4HkMg7Y4yOFm6jkFsEbhYKtPHiE3YkVvGYNBTVvgYqRAONuOrsB5Vk2S

or

Eva Kalias, Head External Communications

Phone: +41 79 875 27 80

eva.kalias@santhera.com

Forward-looking Statements

This publication may contain certain forward-looking statements

concerning Santhera Pharmaceuticals Holding AG and its business. Such

statements involve certain risks, uncertainties and other factors which

could cause the actual results, financial condition, performance or

achievements of Santhera Pharmaceuticals Holding AG 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.

Santhera Pharmaceuticals Holding AG disclaims any obligation to update

these forward-looking statements.

Offer Restrictions

The Exchange Offer is not being made and will not be made, directly or

indirectly, in any country or jurisdiction in which the Exchange Offer

would be considered unlawful or otherwise violate any applicable laws or

regulations, or which would require the Company or any of its

subsidiaries to change or amend the terms or conditions of the Exchange

Offer in any material way, to make an additional filing with any

governmental, regulatory or other authority or take additional action in

relation to the Exchange Offer. It is not intended to extend the

Exchange Offer to any such country or jurisdiction. Any such document

relating to the Exchange Offer must neither be distributed in any such

country or jurisdiction nor be sent into such country or jurisdiction,

and must not be used for the purpose of soliciting the purchase of

securities of the Company by any person or entity resident or

incorporated in any such country or jurisdiction.

United States

The Exchange Offer is being made in the United States in reliance on,

and compliance with, Section 14(e) of the US Securities Exchange Act of

1934 and Regulation 14E thereunder.

The Company, certain affiliated companies and the nominees or brokers

(acting as agents) may make certain purchases of, or arrangements to

purchase, 2017/22 Bonds outside the Exchange Offer during the period in

which the Exchange Offer remains open for acceptance. If such purchases

or arrangements to purchase are made they will be made outside the

United States and will comply with applicable law, including the

Exchange Act.

The Company as the offeror is a Swiss company. Information distributed

in connection with the Exchange Offer is subject to Swiss disclosure

requirements that are different from those of the United States.

Financial statements and financial information included herein are

prepared in accordance with Swiss accounting standards that may not be

comparable to the financial statements or financial information of

United States companies.

It may be difficult for you to enforce your rights and any claim you may

have arising under the U.S. federal securities laws in respect of the

Exchange Offer, since the Company is located in Switzerland and all of

its officers and directors are residents of Switzerland or elsewhere

outside of the United States. You may not be able to sue the Company or

its officers or directors in a Swiss court or another court outside the

United States for violations of the U.S. securities laws. Finally, it

may be difficult to compel the Company and its affiliates to subject

themselves to a U.S. court's judgment.

United Kingdom

The communication of this publication and any other documents or

materials relating to the Exchange Offer is not being made and such

documents and/or materials have not been approved by an authorized

person for the purposes of section 21 of the Financial Services and

Markets Act 2000 (the FSMA), as amended. Accordingly, such documents

and/or materials are not being distributed to, are not directed at and

must not be passed on to, the general public in the United Kingdom. The

communication of such documents and/or materials is exempt from the

restriction on financial promotions under section 21 of the FSMA on the

basis that it is only directed at and may only be communicated to (1)

persons within the United Kingdom falling within the definition of

investment professionals (as defined in Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

Order)) or (2) persons falling within Article 43(2) of the Order, or (3)

to other persons to whom it may lawfully be communicated (together

Relevant Persons). The investment activity to which this document

relates will only be engaged in with Relevant Persons and persons who

are not Relevant Persons should not rely on it.

European Economic Area

In any Member State of the European Economic Area (the EEA and each a

Member State), this communication is only addressed to, and is only

directed at, "qualified investors" within the meaning of the Prospectus

Regulation. Each person in a Member State or in the United Kingdom who

receives any communication in respect of the Exchange Offer contemplated

in this announcement will be deemed to have represented, warranted and

agreed to and with the Company and the Tender Agent that it is a

qualified investor within the meaning of the Prospectus Regulation. For

these purposes, the expression "Prospectus Regulation" means Regulation

(EU) 2017/1129 and Regulation (EU) 2017/1129 as it forms part of United

Kingdom domestic law by virtue of the European Union (Withdrawal) Act

2018. The 2017/22 Bonds have not been admitted to trading on a regulated

market in the EEA or in the United Kingdom.

Switzerland

(MORE TO FOLLOW) Dow Jones Newswires

May 04, 2021 01:00 ET (05:00 GMT)