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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Pratteln, Switzerland, March 18, 2021 – Santhera Pharmaceuticals (SIX: SANN) announces that its shareholders have approved all proposals by the Board of Directors at the Extraordinary General Meeting (EGM) held today at the Company’s domicile in Pratteln, Switzerland. In total, 5,878,667 shares equaling 28% of the Company’s share capital were represented.
“We are truly grateful to Santhera’s shareholders for their strong vote of confidence,” said Elmar Schnee, Chairman of the Board of Directors. “Our shareholders have paved the way for a restructuring of Santhera’s outstanding bond and we encourage bondholders who have not yet cast their vote to do so during the current extension period. We plan to raise additional capital, subject to a successful restructuring of Santhera's outstanding bond, in order to prepare for a launch following a positive top-line study readout with vamorolone in the second quarter.”
All motions by the Board approved
As announced in the recent corporate update, Santhera’s Board of Directors had called the EGM mainly to propose to the shareholders the authorization and issuance of the shares required to implement planned financing activities, the restructuring of its CHF 60 million 5% Convertible Bonds due 2022 (2017/22 Bonds) and for future use by the Company. Today, the shareholders supported all motions by the Board and approved an ordinary capital increase by CHF 312,000, an increase of the authorized capital to the statutory limit of 50% of the issued share capital and an increase of the total of the two conditional capitals to the same 50% limit (including an increase of conditional capital for employee participations of CHF 1,850,000). The shareholders also endorsed a both time- and performance-based equity instrument for Executive Management in the form of performance share units (PSU).
Shares for envisaged bond conversion approved – extension period for casting votes ongoing
Santhera intends to use part of the approved new capital for restructuring its 2017/22 Bonds as outlined in the invitation to the bondholders’ meeting of March 8, 2021. Although 89% of the bonds represented at that meeting, equaling 58% of the total bonds outstanding, voted in favor of the resolution, these votes did not meet the required threshold of 2/3 of all outstanding Bonds (or CHF 40 million) for the resolution to be passed. Santhera has determined that a restructuring of the Bonds is required to enable Santhera to raise additional financing, if the pivotal VISION-DMD readout expected for Q2-2021 is positive, and is therefore also crucial to preserve the Company as a going concern until after such subsequent financing. Bondholders who have not yet cast a vote may still do so until May 8, 2021, unless the Company would decide on a shorter period to apply.
The agenda for the EGM can be viewed here, where the minutes of the Extraordinary General Meeting 2021 will also be available from the end of next week.
Forms to cast bondholder votes are available here.
Press release “Santhera Announces Corporate Update and Proposal to Strengthen Capital Structure”: Link.
Accompanying documents for Bondholders’ Meeting (March 8, 2021) and the EGM (March 18, 2021) can be viewed at http://www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings
April 27, 2021 Publication of annual results and Annual Report 2020
June 22, 2021 Annual General Meeting
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 fibros.is (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® (idebenone), for the treatment of Leber's hereditary optic neuropathy (LHON) to Chiesi Group. 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 79 875 27 80
Disclaimer / Forward-looking statements
This publication is not intended to constitute an offer or solicitation to purchase or invest in securities of Santhera Pharmaceuticals Holding AG in any jurisdiction.
The securities referred to in this publication, including in connection with the contemplated transaction described in this publication, may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA"). Neither this communication nor any other information material relating to the securities referred to in this publication constitutes advertisement within the meaning of the FinSA or a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the transaction described in this publication.
This publication 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.
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.
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