Press Release: Santhera Launches Exchange Offer -2-

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, 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 as a financial

promotion is only being made to 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 falling within Article 43(2) of

the Order, or 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) or in the

United Kingdom (each, a Relevant State), this Notice is only addressed

to, and is only directed at, qualified investors in that Relevant State

within the meaning of Regulation (EU) 2017/1129 (the Prospectus

Regulation). Each person in a Relevant State who receives any

communication in respect of the Exchange Offer contemplated in this

Notice 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. The 2017/22 Bonds have

not been admitted to trading on a regulated market in the EEA or in the

United Kingdom.

Switzerland

This communication qualifies as advertisement pursuant to the Swiss

Financial Services Act (FinSA) and does neither constitute an offer or

invitation to subscribe for or purchase any securities of Santhera

Pharmaceuticals Holding AG nor a prospectus nor a key information

document within the meaning of the FinSA. Investors should make their

decision to accept the Exchange Offer solely based on the Notice of a

Repurchase Offer (Exchange of CHF 60,000,000 Senior Unsecured

Convertible Bonds due 2022) and the preliminary offering and listing

prospectus regarding the New Bonds, each dated March 25, 2021 which,

subject to compliance with applicable securities laws, is accessible via

https://www.globenewswire.com/Tracker?data=f_X2JsUnK9_ypfXlKu_uwROE5p9QxBHulIRu88h0Wsmkh45UMTnzQDxH-bW_N4iSiZVk0fZhE3UX7upfm9HCMKZ2M8xDEoKlt24DKi0sgKcbTGk0710duzA1xWPclmB60cAtQ8ar7kzhuTOVQQKoo9D6sjZrBJH9h8BKh52oO-Cml0hRh3f2GylRfXHIV76DEP-UU21s0wLN5FRYq8GOefzlZaORI-si5CEnr1L9evQQMrXdnthtCVOr_B1_OAtQwpWDytFgW_kmakjm9u2_Iw==

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

Investors are furthermore advised to consult their bank or financial

adviser before making any investment decision.

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Attachment

-- 2021 03 25_Bond exchange offer_e_final

https://ml-eu.globenewswire.com/Resource/Download/387f78e3-edc2-4d26-870b-f4731eb1ece3

(END) Dow Jones Newswires

March 25, 2021 02:00 ET (06:00 GMT)