NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Basel, Switzerland, July 10, 2020
After publication of the Offer Notice on 25 June 2020 and the end of the cooling-off period, Basilea Pharmaceutica Ltd. (SIX: BSLN, the “Offeror”) announces the start of the offer period of its partial repurchase offer for at least CHF 90 million and up to CHF 110 million in principal amount of its outstanding convertible bonds due 2022 (the "Repurchase Offer"). The Repurchase Offer price amounts to 100.50% of the principal amount plus accrued and unpaid interest. The tender offer period starts today and is expected to expire at 4pm CEST on July 16, 2020 (custodian agents generally shorten this deadline for their clients). The settlement date is expected to occur on July 28, 2020. The bonds are listed and traded at SIX Swiss Exchange (ISIN: CH0305398148; SSN: 30'539'814) (the "Bonds").
The tender offer is submitted after the successful launch, provisional allocation and pricing of CHF 125 million senior unsecured convertible bonds due 2027 (the “New Bonds”) on June 24, 2020. The New Bonds serve primarily to finance the Repurchase Offer. The final allocation of the New Bonds will depend on the successful repurchase under the Repurchase Offer. The Offeror may clawback the New Bonds in an amount of up to CHF 25 million subject to the principal amount of Bonds tendered in the Repurchase Offer. Moreover, the conversion price of the New Bonds will only be determined in a delta placement of existing shares of the Offeror after the end of the offer period under the Repurchase Offer. The Repurchase Offer is therefore subject to:
the delta placement resulting in a reference price, i.e. the price to which the conversion premium is added to obtain the conversion price; and
the conversion price of the New Bonds being at least CHF 46.9993; and
the placement of the New Bonds in the minimal amount of CHF 100,000,000 in principal amount and the valid tender of at least CHF 90,000,000 in principal amount of the Bonds.
The Company will only accept for purchase Bonds up to a maximum of aggregate principal amount being the lower of (i) CHF 110,000,000 and (ii) the aggregate principal amount of the New Bonds minus CHF 10,000,000.
Up to CHF 110 million of aggregate principal amount of the Bonds due 2022 shall be repurchased and up to CHF 125 million New Bonds due 2027 shall be issued to allow the Offeror to optimize the Offeror's debt maturity profile by shifting the maturity of approximately 50% of the total outstanding debt significantly beyond 2022.
This Press Release is not an offer for the repurchase of the Bonds, but only discloses the most important terms of the Repurchase Offer. The Repurchase Offer is only addressed to eligible holders of the Bonds by the Notice of Repurchase Offer published on the website of the Offeror.
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 Repurchase Offer does not constitute an offer or an invitation to participate in the Repurchase Offer 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
+41 61 606 1102
This press release can be downloaded from www.basilea.com.