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Santhera Calls Extraordinary General Meeting and Proposes Ordinary Share Capital Increase to Raise Approximately CHF 50 Million
Pratteln, Switzerland, November 20, 2018 - Earlier today, Santhera Pharmaceuticals (SIX: SANN) announced that it has entered into an agreement to acquire the option for the exclusive sub-license to the first-in-class dissociative steroid vamorolone in all indications and all territories except Japan and South Korea from Idorsia Ltd (SIX: IDIA). Santhera plans to raise approximately CHF 50 million gross proceeds through a capital increase to be effected by way of an accelerated book building in order to finance the initial payment of USD 20 million to Idorsia for the rights to vamorolone, to further invest in the development of vamorolone and to fund its ongoing activities.
This press release complements today's announcement "Santhera Enters into Agreement to Acquire Option from Idorsia for Exclusive Sub-License of First-in-class Dissociative Steroid Vamorolone", to be viewed here.
In return for entering into the option agreement, Santhera will issue 1,000,000 new registered shares to Idorsia from its existing authorized capital and will effect an upfront cash payment of USD 20 million to Idorsia. Both cash and share components of the consideration are unconditional and not redeemable under any circumstances. Santhera intends to finance the cash payment through an ordinary capital increase in a public offering in Switzerland and private placements to certain qualified institutional investors outside Switzerland to be effected by way of an accelerated bookbuilding (ABB). Santhera's option to obtain the exclusive sub-license from Idorsia for vamorolone in all indications and all territories except Japan and South Korea will occur upon the issuance of the shares and payment of the USD 20 million upfront cash component to Idorsia.
In order to effect the upfront cash payment to Idorsia for the rights to vamorolone and to fund its ongoing activities, Santhera's Board of Directors is calling an Extraordinary General Meeting (EGM) to be held on December 11, 2018, and will propose to the EGM an ordinary capital increase of up to 3,500,000 registered shares of the Company with a nominal value of CHF 1 each. The capital increase will be executed by way of an ABB.
Santhera plans to raise approximately CHF 50 million of gross proceeds. The Company intends to use the net proceeds of the capital increase, together with available liquid funds, to finance the upfront cash payment to Idorsia, to further invest in the development of vamorolone and to fund ongoing business activities including the commercialization of Raxone® in Leber's hereditary optic neuropathy (LHON), market entry preparations for idebenone in DMD, and the development of POL6014 for the treatment of cystic fibrosis.
Further information about the planned EGM with the proposed agenda items can be found at http://www.santhera.com/investors-and-media/investor-toolbox/shareholder-meetings.
Press release "Santhera Enters into Agreement to Acquire Option from Idorsia for Exclusive Sub-License of First-in-class Dissociative Steroid Vamorolone": http://www.santhera.com/investors-and-media/news-and-media-center/press-releases
Invitation to EGM to be held on December 10, 2018: http://www.santhera.com/investors-and-media/investor-toolbox/shareholder-meetings
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 79 875 27 80
Christoph Rentsch, Chief Financial Officer Hans Vitzthum, LifeSci Advisors
Europe: +41 61 906 89 65 USA: +1 212 915 2568
Disclaimer / 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.
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.
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