Basilea continues with the implementation of the Repurchase Offer and the issuance of New Bonds
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Basel, Switzerland, July 17, 2020
Following the closing of the tender offer period on July 16, 2020, at 4 p.m. (CEST) and the announcement of the results of the tender offer (principal amount of tendered Existing Bonds being CHF 47,085,000) this morning, Basilea Pharmaceutica Ltd. ("Basilea" or the "Company") today informs that it waives condition no. (iii) set out in its Notice of a Repurchase Offer requiring:
- a minimum placement of CHF 100 million of the senior unsecured convertible bonds due 2027 (the "New Bonds") and
- a minimum of valid tenders of CHF 90 million in principal amounts within the repurchase offer ("Repurchase Offer") regarding its outstanding convertible bonds due 2022 (ISIN: CH0305398148; SSN: 30'539'814, the "Existing Bonds")
Based on this waiver and a reduction of the offer size of the New Bonds to CHF 97,085,000, the Company can continue implementing the Repurchase Offer and issuance of New Bonds within the maximum of CHF 250 million outstanding convertible bonds approved by the last shareholders meeting.
Final allocation of the New Bonds will occur after successful completion of the Delta Placement, which is expected to take place as soon as practicable, but no later than July 22, 2020.
Adesh Kaul, Basilea’s CFO, commented: "Whilst we were initially targeting the tendering of more of the existing convertible bonds, we are pleased to have found a way to meet our objective. We have made significant progress in improving our debt maturity profile. Upon completion of the transaction, we will have moved about one quarter of our mid-term debt to a significantly later maturity date. Moreover, the fact that holders of 75% of our Existing Bond have decided not to tender their bonds shows their trust in the financial stability and the mid-term perspectives of Basilea, while our ability to place and provisionally allocate in a first step CHF 125 million New Bonds underlines the confidence of new investors in the long-term strategy of the company."
After successful completion of the Repurchase Offer and the issuance of the New Bonds, the Company will continue to pursue its goal of further reducing its mid-term debt. It intends to earmark and place in escrow the majority of the net cash proceeds from the New Bonds to be available for that purpose.
The Company expects settlement of the Repurchase Offer and of the issue of the New Bonds to occur on 28 July 2020.
Meanwhile, the Swiss Federal Tax Authorities have provided a ruling on the withholding tax treatment of the 0.5% per Bond offered over the principal amount: no withholding tax will have to be withheld from such amount.
Basilea Pharmaceutica Ltd. is a commercial-stage biopharmaceutical company, focused on the development of products that address the medical challenges in the therapeutic areas of oncology and infectious diseases. With two commercialized drugs, the company is committed to discovering, developing and commercializing innovative pharmaceutical products to meet the medical needs of patients with serious and life-threatening conditions. Basilea Pharmaceutica Ltd. is headquartered in Basel, Switzerland and listed on the SIX Swiss Exchange (SIX: BSLN). Additional information can be found at Basilea's website www.basilea.com.
This announcement regarding the Repurchase Offer does not constitute an offer or an invitation to participate in the Repurchase Offer or the Offering in any jurisdiction in which, or to any person to or from which, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the Repurchase Offer that would permit a public offering of securities in any such jurisdiction.
The Repurchase Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate commerce of or of any facilities of a national securities exchange of, the United States or to or for the account or benefit of, U.S. persons as defined in Regulation S of the Securities Act (each a "U.S. person"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other forms of electronic communication. The Bonds may not be tendered for purchase pursuant to the Repurchase Offer by any such use, means, instrumentality or facility from or within the United States or by any persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. persons. Accordingly, copies of the Repurchase Offer Notice and any other documents or materials relating to the Repurchase Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States or to U.S. persons. Any purported offers to tender Bonds pursuant to the Repurchase Offer resulting, directly or indirectly, from a violation of these restrictions will be invalid, and any purported tender of Bonds made by a U.S. person, a person located or resident in the United States or from within the United States or from any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. person will not be accepted.
Each Bondholder participating in the Repurchase Offer will represent to the Offeror, the Joint Dealer Managers and the Tender Agent that it is not located or resident in the United States and is not a U.S. person and is not giving an order to participate in the Repurchase Offer from within the United States or on behalf of a U.S. person.
The communication of the Repurchase Offer Notice and any other documents or materials relating to the Repurchase Offer is not being made and such documents and/or materials have not been approved by an authorised 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"), the Repurchase Offer 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 Repurchase Offer contemplated in the Repurchase Offer Notice will be deemed to have represented, warranted and agreed to and with the Joint Dealer Managers, the Tender Agent and the Company that it is a qualified investor within the meaning of the Prospectus Regulation. The Bonds have not been admitted to trading on a regulated market in the European Economic Area or in the United Kingdom.
Switzerland and General
This document and the Repurchase Offer Notice neither constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations (as in effect immediately prior to the entry into force of the FinSA) nor a prospectus within the meaning of the listing rules of the SIX Swiss Exchange, a prospectus within the meaning of the FinSA or under any other applicable laws.
For further information, please contact:
|Peer Nils Schröder, PhD|
Head of Corporate Communications & Investor Relations
|Phone||+41 61 606 1102|
This press release can be downloaded from www.basilea.com.
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