Press Release: Santhera Commences Convertible Bond Exchange Offer and Continues to Seek Votes on the Bondholders' Resolution

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN

WHICH IT WOULD BE UNLAWFUL TO DO SO

Pratteln, Switzerland, April 6, 2021 -- Santhera Pharmaceuticals (SIX:

SANN) gives an update on the restructuring of its CHF 60 Million

Convertible Bonds and the options from which bondholders may choose.

As from today, April 6, 2021, holders of Santhera's outstanding CHF 60

million 5% Convertible Bonds due 2022 (the 2017/22 Bonds) are able to

accept the exchange offer that Santhera had announced on March 25, 2021,

subject to applicable offer restrictions. The exchange offer is open for

acceptance until Monday, April 19, 2021, 5:00 p.m. CEST, unless extended

by Santhera. The interim results of the exchange offer are expected to

be published on April 20, 2021. If Santhera declares the exchange offer

successful, an additional acceptance period is expected to begin on

April 21, 2021, and end on April 27, 2021, 5:00 p.m. CEST.

In parallel, Santhera continues to seek and obtain additional consents

to the restructuring of the 2017/22 Bonds it had proposed to the

bondholders' meeting of March 8, 2021. The amendments proposed to the

bondholders' meeting and the terms offered in the exchange offer are

economically the same, mutatis mutandis. Hence Santhera encourages

bondholders to submit their consent, if not already done, and accept the

exchange offer. Santhera still requires further votes in order to reach

the necessary two thirds majority. If a two thirds majority is achieved,

the bondholders' resolution would, subject to court approval, become

binding on all bondholders, and the exchange offer would not be

completed.

"The recent support of Santhera's shareholders in approving additional

capital has paved the way for a restructuring of our outstanding bond.

In order to achieve this, we encourage all bondholders to consider this

exchange offer in addition to the ongoing consent process," said Dario

Eklund, CEO of Santhera. "Such a restructuring of Santhera's capital

structure is the best way to secure the Company's operations past the

6-month VISION-DMD data readout, after which, if positive, we will seek

additional financing to fuel our future growth plans."

Currently, bondholders may both and simultaneously

(1) vote on the bondholder's resolution (if they have held the

bonds since March 5, 2021, or earlier, and if they have not already

voted), and

(2) accept the exchange offer

These two decisions are completely independent from each other. A vote

for the bondholders' resolution does not constitute an acceptance of the

exchange offer, and acceptance of the exchange offer does not constitute

a vote for the restructuring proposed to the bondholders' meeting.

To vote on the bondholders' resolution, bondholders should fill out and

submit the forms that are published on the Santhera website under

https://www.globenewswire.com/Tracker?data=1f-D_X5cR9NkFkTXT7DAjUFOqfuxAjQqR3F93rJE0WM4r7nw2zRa5lvUx3JAStxALZPyMa79p8VTwZl7C91tVsphUoFDkdqg8_olUDeQWq4QzmrhP0cRSXUL985j8M4IpCZul4LlNXF_N6Gx2A2LAwPEWCCrHEc8-Ewfp5heZjHvC4pBoLfWTq239_68tYJGd5QEkVVPdmbP3nctHgScUEzBEf_xdfL_MLoQLfb7FVza7EpPd9xsPURCzcwXma_3

www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings.

To accept the exchange offer, bondholders should instruct their custody

bank accordingly.

Bondholders requiring assistance or additional information on the

procedures are invited to contact Santhera Pharmaceuticals Holding AG,

Hohenrainstrasse 24, 4133 Pratteln (email:

https://www.globenewswire.com/Tracker?data=-Cd5zCRzWFTjP4sEt8NpHgS-3s-2L8lpQYSHXVyL7EWGzQkeiCyRnfS8D01xUhX6OIGaLJz-xLxD12kzaXyeHJfF5t_vLN9G8lKO6acN4Dp0p4v1u8J_bH_UiTw6ydvv

daniela.glatz@santhera.com; phone: +41 61 906 89 50).

Related Documents

Forms to cast bondholder votes are available

https://www.globenewswire.com/Tracker?data=24_i7J1efQpTJ5TlB47PPDgybO_7IfbpIJ_IbxPwXJBBjX-CGgVbXhUImLWxEQcr2cZ2gOswpoTs_QbBZiecY1v202yw36JAkmGwfSxZfJdGKMf3sWKxu_pkqFMRiBZYQxyhF_2Us2T4Vuz0VUgQWVhUjl14gl262iS3beglFCY=

here.

Invitation to the Bondholders' Meeting (March 8, 2021), the EGM (March

18, 2021) and accompanying documents:

https://www.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbU5bw-zN3N36ucX1gA0MaqGL9pg-WDNAPpAAOOfWm4ulKvdPNAatO6_RfUdpYgO267-gDf3LfyWykZs7koxm7ZbWZX1iPbbae6z5f92doqHIoWqAY2GaMiESaz34GdFmY6f_kCe18ksmuC4JOQMC0LHjZ0R5lXvk3gCHmB1olOEx-BvxVwyuEw1dWhIrEMMTFGBQA9RgzrpwVPQhKkPLYMocfYiL_sYTRUiGbZLq2BU0x6mkaPQLAgC9n29D48DcgoQ==

http://www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings

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

Unsecured Convertible Bonds due 2022):

https://www.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbUzgj2bpImCt8VPwmJDTRz_WVVGee5sjH5NG_Mxkyyenr1EvZkXZwB0FDXyw8ZqvN_hiJgRzLziLFmTTcD2kFfTHrFoGpK1bgXjuu5P92VK5E387Pezz3S6X7IjKvy34irlVUDq1LdTJTRH8T0IK-OOJ5xuPhMMClfWmdKND9hYETJby2PzQ0fSyyXEWUkVJr2Z8hUs-WdRTQqVd-jpIVkvp4D_Co_pdpw6FL1Xw3QSpfvFejywBpmsRjUj4tgHYf3g==

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

Preliminary Issuance and Listing Prospectus Regarding the New Bonds:

https://www.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbUzgj2bpImCt8VPwmJDTRz_WVVGee5sjH5NG_Mxkyyenr1EvZkXZwB0FDXyw8ZqvN_hiJgRzLziLFmTTcD2kFfTHrFoGpK1bgXjuu5P92VK5ElXx1Z_W12S3hMmo36aQf5h_B_eb0SbKZIhyK5EJp8wMzAplxMHH1l1uaO7krUrTLcwXqd3sQLZPXSTti1dfxTKMDOWz2o84BabKIyMoZI3PbIUfkXkLYjbuP7hdXAwwTe2BkUwklLaNnO199aP2AUg==

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

Corporate calendar

April 27, 2021 Publication of annual results and Annual Report

2020

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

https://www.globenewswire.com/Tracker?data=1f-D_X5cR9NkFkTXT7DAjd2b8WuIM9eHwi-NJTolhgLd0C8knfDniPdPFJWBVkCaa0ZlbHPQGl-R-R5CnHfc9g==

www.santhera.com.

Raxone(R) is a trademark of Santhera Pharmaceuticals.

For further information please contact:

https://www.globenewswire.com/Tracker?data=XMvDzcLCRpVJSIHfBVtKQ-gnrP8wX5lKckqf0Q9wFAdIE-d4DyHzq7qvWd0njABHeZPEYD2tbeVVij2aobGDJfkwA7mw2X8Vfhb3ixiqT4d5t7NezsaV_8ylb9E8nxuM

public-relations@santhera.com or

Eva Kalias, Head External Communications

Phone: +41 79 875 27 80

eva.kalias@santhera.com

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 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.

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

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