Liestal, Switzerland, October 30, 2013 - Santhera Pharmaceuticals (SIX: SANN) announced today that it has entered into a Standby Equity Distribution Agreement (SEDA) with YA Global Master SPV Ltd. (YA Global). Under the terms of the agreement, YA Global has committed to provide up to CHF 10 million in equity financing. In exchange for the funds to be provided, YA Global will receive Santhera shares. It remains at the sole discretion of Santhera to determine the timing of the funding.
The SEDA has been established to provide funding in support of Santhera`s operations. Santhera will pay an upfront fee of 3% of YA Global`s commitment to be paid in newly issued Santhera shares from existing conditional capital (approx. 85,000 shares). Upon signing of the agreement, Santhera will be able to initially use 600,000 shares to be created from its conditional capital for the SEDA. In order to allow further equity funding over a period of up to 36 months, Santhera will have to create additional conditional capital at a Shareholders` meeting.
"With the SEDA we secure a bridge financing that will allow us to progress towards important clinical and regulatory milestones over the next months, whilst we continue to explore carefully strategic options for product licensing, mergers and/or acquisitions to sustain operations and to create additional value for our shareholders", commented Thomas Meier, CEO of Santhera. "Operationally we are focusing on the preparation of a new marketing authorization application (MAA) for Raxone® in Leber`s Hereditary Optic Neuropathy in Europe. We expect to submit the MAA in the first quarter of 2014. Additionally, in the second quarter of next year data in steroid non-using Duchenne Muscular Dystrophy patients will become available from the DELOS Phase III study with Catena®. Finally, the Phase II study with Catena® in primary progressive multiple sclerosis, in which we collaborate with the National Institutes of Health, is progressing as planned."
About the Standby Equity Distribution Agreement with YA Global
At any time during the 36 month commitment period, Santhera may request YA Global to purchase newly created Santhera shares. The price to be paid equals 95% of the lowest daily volume-weighted average share price of the five trading days following the date on which Santhera requests an equity funding. Further, should the market price on certain of the five trading days following the date of the funding request fall below a minimum price specified by Santhera, the pro rata subscription for such days will not be executed.
YA Global will never hold more than 9.9% of the outstanding Santhera shares. YA Global will not short sell or enter into any hedging transactions related to Santhera stock. YA Global is not restricted in its right to sell Santhera shares without any limit of time, including during the pricing period, in compliance with applicable laws, rules and regulations.
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Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical company focused on the development and commercialization of innovative pharmaceutical products for the treatment of orphan mitochondrial and neuromuscular diseases, areas of high unmet medical need with no current therapies. For further information, please visit www.santhera.com.
Catena® and Raxone® are trademarks of Santhera Pharmaceuticals.
For further information, contact
Thomas Meier, Chief Executive Officer
Phone: +41 61 906 89 64
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.
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Source: Santhera Pharmaceuticals Holding AG via Thomson Reuters ONE