Santhera reports 75% of 5% convertibles exchanged under offer

By Wendy Van Sickle

Columbus, Ohio, April 27 – Santhera Pharmaceuticals Holding AG announced final results of its March 25 exchange offer for its CHF 60 million of 5% convertible bonds due 2022 (ISIN: CH0353955195), according to a company release.

About CHF 45 million principal amount, or 75% of the issue was accepted for exchange, satisfying the 50% minimum acceptance amount required to complete the exchange, the company said.

The settlement is expected to occur on May 4, and a total of 233,194 shares and CHF 30,270,375 of new bonds are expected to be delivered to settle the exchange.

The total figure includes the participation of Highbridge Tactical Credit Master Fund, LP, which holds 32% of the bonds and is the largest holder.

As previously reported, the company sought to exchange all of the bonds in circulation. In the exchange, the company offered for each bond with a CHF 5,000 nominal value 26 shares of Santhera and one new 7.5% convertible bond due Aug. 17, 2024 with a nominal value of CHF 3,375 and a significantly reduced conversion price, to be issued by the company and listed on the SIX Swiss Exchange.

Holders may still vote on the resolution to restructure the bonds, which is independent of the exchange offer.

Should the company receive the necessary two-thirds majority consents, the original March 8 bond restructuring proposal would be pursued subject to court approval, and the exchange offer would be terminated.

The company believes restructuring is needed to enable it to raise additional financing and remain a going concern.

The maturity date would be pushed to Aug. 17, 2024 from Feb. 17, 2022.

Stifel Nicolaus Europe Ltd. is the financial adviser to the company.

Santhera is a Liestal, Switzerland-based pharmaceutical company.

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